--------------------------------------------------------------------------------







                             LEASE AGREEMENT BETWEEN



                              ADVANCE/GLB I L.L.C.


                                AS LANDLORD, AND



                                DSET CORPORATION,


                                    AS TENANT



                            DATED: DECEMBER 31, 1998







--------------------------------------------------------------------------------




<PAGE>

                                  LEASE SUMMARY
                                  -------------

Tenant:                    DSET CORPORATION, a New Jersey corporation

Landlord:                  ADVANCE/GLB I L.L.C., a  Delaware  limited  liability
                           company

Date of this Lease:        December 31, 1998

Premises:                  Tenant's  Rentable Square Feet in the office building
                           commonly  known as  Advance  at  Bridgewater  II, and
                           whose   street   address   is  1160  Route  22  East,
                           Bridgewater, New Jersey. The Premises are outlined on
                           the plan  attached  to the  Lease as  Exhibit  A. The
                                                                 ----------
                           Building  is part of an office  park  located  on the
                           Land.  The  "Premises"  includes the right to use the
                           common areas of the Building and the Park.

Building:                  The  office  building  commonly  known as  Advance at
                           Bridgewater  II,  and whose  street  address  is 1160
                           Route 22 East, Bridgewater, New Jersey, including the
                           parking areas servicing the Building,  and designated
                           as Unit II in Executive  Quarters at  Bridgewater,  a
                           Condominium, located on Lot 1 in Block 5303.01 on the
                           Tax Map of the Township of Bridgewater.

Land:                      The land on which  the Park is located  and described
                           as  Lot 1  in  Block  5303.01  on  the Tax Map of the
                           Township of Bridgewater, New Jersey, as  described on
                           Exhibit B.
                           ---------

Park:                      An office park  consisting of the Building,  together
                           with  the  existing  building  known  as  Advance  at
                           Bridgewater   I,  and   Phases   III  and  IV  to  be
                           constructed, as described on Exhibit B.
                                                        ---------
Tenant
Parking Spaces:            190 undesignated spaces

Tenant Visitor
Reserved Spaces:           6 designated spaces

Anticipated
Commencement
Date:                      May 28, 1999

Commencement
Date:                      The date the  Premises are  completed  and all of the
                           conditions  set forth in Section  3(b) have been met,
                           and Tenant has been so  notified,  less the number of
                           Tenant Delay Days,  if any,  subject to  confirmation
                           and possible  amendment  pursuant to Section 3(b) and
                           in accordance with Exhibit E.
                                              ---------

                                       i
<PAGE>

Expiration
Date:                      5:00 p.m. on  the last day of the 123rd full calendar
                           month following  the  Commencement  Date,  subject to
                           adjustment and earlier termination as provided in the
                           Lease subject to confirmation and possible  amendment
                           pursuant  to  Section  3(b) and  in  accordance  with
                           Exhibit E.
                           ---------

Term:                      Approximately  ten (10)  years and three (3)  months,
                           commencing  the  Commencement  Date and ending on the
                           Expiration  Date, subject  to adjustment  and earlier
                           termination as provided in the Lease.

Renewal Term:              One seven-year term in accordance with Exhibit C.
                                                                  ---------

Permitted Use:             General office and  administrative  use and any other
                           lawful purpose in accordance  with local code and the
                           character and  class of the Building and for no other
                           purposes.

Basic Rent:                Basic Rent (net of the Expense Estimate) shall be the
                           following amounts for the following periods of time:

                           LEASE YEAR                        BASIC RENT
                           ----------                ---------------------------
                           Years 1-3                 $769,691.15 per annum
                                                     $64,140.92 per Lease Month
                                                     ($16.85 per rentable
                                                     square foot)

                           Years 4-6                 $851,456.56 per annum
                                                     $70,954.71 per Lease Month
                                                     ($18.64 per rentable
                                                     square foot)

                           Years 7-10                $939,160.24 per annum
                                                     $78,263.35 per Lease Month
                                                     ($20.56 per rentable
                                                     square foot)

Free Rent:                 $246,380.70 of  the  Basic Rent   payable during  the
                           first twelve  Lease Months,  which Free Rent shall be
                           equally  apportioned  over  the  first  twelve  Lease
                           Months, in accordance with Exhibit M.
                                                      ---------

Construction
Allowance:                 $22.00  per Tenant's Rentable Square Feet paid as set
                           forth in Exhibit D.
                                    ---------

Security Deposit:          None.

Tenant's Rentable
Square Feet:               45,679 rentable  square feet,  consisting  of  14,622
                           rentable  square  feet  on  the  second floor  of the
                           Building and 31,057 rentable square feet on the third
                           floor of the Building.

                                       ii
<PAGE>

Rentable Square Feet
in Building:               84,190 rentable square feet.

Tenant's
Proportionate Share:       54.25%,  which is the percentage obtained by dividing
                           (a) Tenant's Rentable Square Feet by (b) the Rentable
                           Square Feet in Building (45,679/84,190).

Expense Estimate:          The  estimate  of  Tenant's  Proportionate  Share  of
                           Operating  Costs,  which   is  initially  $7.00   per
                           Tenant's  Rentable  Square Feet for  the first twelve
                           (12)  Lease  Months of  the Term in  accordance  with
                           Exhibit P.
                           ---------

Interest Rate:             Fifteen percent (15%) per annum.

Tenant's SIC
Number:                    8980,  as  designated  in  the  Standard   Industrial
                           Classification  manual  prepared by the office of the
                           Management and Budget in the  Executive Office of the
                           President of the United States.

<TABLE>
<CAPTION>
<S>                        <C>                     <C>       <C>                     <C>
Tenant's Address:          Prior to Commencement Date:       Following Commencement Date:
                           --------------------------        ---------------------------
                           DSET Corporation                  DSET Corporation                           
                           1011 U.S. Highway Route 22        1160 U.S. Highway Route 22
                           Suite 100                         Bridgewater, NJ 08807
                           Bridgewater, NJ 08807
                           Attention: Neil Fox               Attention: Neil Fox
                           Telephone: 908/526-7500           Telephone: 908/526-7500
                           Telecopy:   908/704-0801          Telecopy:   908/704-0801

                           With a copy to:                   With a copy to:
                           --------------                    --------------
                           Wolff & Samson                    Wolff & Samson
                           280 Corporate Center              280 Corporate Center
                           5 Becker Farm Road                5 Becker Farm Road
                           Roseland, NJ 07068-1776           Roseland, NJ 07068-1776
                           Attention: Dennis Brodkin, Esq.   Attention: Dennis Brodkin, Esq.


Landlord's Address:        For all Notices:                  With a copy to:
                           ---------------                   --------------
                           Advance/GLB I L.L.C.              Windels, Marx, Davies & Ives
                           c/o The Advance Group, Inc.       120 Albany Street Plaza
                           1545 State Highway 206            New Brunswick, NJ 08901
                           Suite 100                         Attention: Anthony R. Coscia, Esq.
                           Bedminster, NJ 07921              Telephone: 732/846-7600
                           Attention: Peter J. Cocoziello    Telecopy: 732/846-8877
                           Telephone: 908/719-3000
                           Telecopy: 908/719-9444
</TABLE>

Landlord's
                                       iii
<PAGE>

Mortgagee:                 Wells Fargo Bank, or any subsequent  mortgagee  under
                           any  deed  of  trust,  mortgage,  or  other  security
                           instrument,  or any ground lease,  master  lease,  or
                           primary  lease,  that now or hereafter  covers all or
                           any part of the Premises.

Broker:                    Jacobson, Goldfarb & Tanzman Company, L.L.C.

Utilities in Tenant's
Name:                      Tenant  Electric is directly  metered to  the utility
                           company.

The foregoing  Lease Summary is  incorporated  into and made a part of the Lease
identified  above.  If any  conflict  exists  between the Lease  Summary and the
Lease, then the Lease shall control.



                                       iv
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.       DEFINITIONS...........................................................1
         -----------

2.       LEASE GRANT...........................................................1
         -----------

3.       TERM; DELIVERY OF POSSESSION..........................................1
         ----------------------------

4.       RENT..................................................................2
         ----
         (a)  PAYMENT..........................................................2
              -------
         (b)  OPERATING COSTS; TAXES...........................................3

5.       USE...................................................................5
         ---

6.       LANDLORD'S OBLIGATIONS................................................6
         ----------------------
         (a)  SERVICES.........................................................6
              --------
         (b)  ELECTRIC.........................................................6
              --------
         (c)  RESTORATION OF SERVICES; ABATEMENT...............................7
              ----------------------------------

7.       IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.......................7
         -----------------------------------------------
         (a)  IMPROVEMENTS; ALTERATIONS........................................7
              -------------------------
         (b)  REPAIRS; MAINTENANCE.............................................7
              --------------------
         (c)  PERFORMANCE OF WORK..............................................8
              -------------------
         (d)  CONSTRUCTION LIENS...............................................8
              ------------------

8.       ASSIGNMENT AND SUBLETTING.............................................9
         -------------------------
         (a)  TRANSFERS........................................................9
              ---------
         (b)  CONSENT STANDARDS................................................9
              -----------------
         (c)  REQUEST FOR CONSENT..............................................9
              -------------------
         (d)  CONDITIONS TO CONSENT...........................................10
              ---------------------
         (e)  CANCELLATION....................................................10
              ------------
         (f)  ADDITIONAL COMPENSATION.........................................10
              -----------------------

9.       INSURANCE; WAIVERS OF SUBROGATION; INDEMNITY.........................11
         --------------------------------------------
         (a)  INSURANCE.......................................................11
              ---------
         (b)  WAIVER OF SUBROGATION...........................................12
              ---------------------
         (c)  INDEMNITY.......................................................12
              ---------
         (d)  ................................................................13

10.      SUBORDINATION AND NON-DISTURBANCE; ATTORNMENT; NOTICE TO LANDLORD'S
         -------------------------------------------------------------------
         MORTGATEE............................................................13
         ---------
         (a)  SUBORDINATION AND NON-DISTURBANCE...............................13
              ---------------------------------
         (b)  ATTORNMENT......................................................13
              ----------
         (c)  NOTICE TO LANDLORD'S MORTGAGEE..................................13
              ------------------------------
         (d)  LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS....................13
              --------------------------------------------

                                       v
<PAGE>

11.      RULES AND REGULATIONS................................................14
         ---------------------

12.      CONDEMNATION.........................................................14
         ------------
         (a)  TOTAL TAKING....................................................14
              ------------
         (b)  PARTIAL TAKING - TENANT'S RIGHTS................................14
              --------------------------------
         (c)  PARTIAL TAKING - LANDLORD'S RIGHTS..............................14
              ----------------------------------
         (d)  AWARD...........................................................15
              -----
         (e)  TRANSFER OF TITLE...............................................15
              -----------------

13.      FIRE OR OTHER CASUALTY...............................................15
         ----------------------
         (a)  REPAIR ESTIMATE.................................................15
              ---------------
         (b)  TENANT'S RIGHTS.................................................15
              ---------------
         (c)  LANDLORD'S RIGHTS...............................................15
              -----------------
         (d)  REPAIR OBLIGATION...............................................15
              -----------------

14.      ENVIRONMENTAL COMPLIANCE.............................................16
         ------------------------

15.      PERSONAL PROPERTY TAXES..............................................18
         -----------------------

16.      DEFAULT..............................................................19
         -------

17.      PAYMENT BY TENANT; NON-WAIVER........................................20
         -----------------------------
         (a)  PAYMENT BY TENANT...............................................20
              -----------------
         (b)  NO WAIVER.......................................................21
              ---------

18.      SURRENDER OF PREMISES................................................21
         ---------------------

19.      HOLDING OVER.........................................................22
         ------------

20.      CERTAIN RIGHTS RESERVED BY LANDLORD..................................22
         -----------------------------------

21.      INTENTIONALLY OMITTED................................................23
         ---------------------

22.      PARKING..............................................................23
         -------

23.      INTENTIONALLY OMITTED................................................23
         ---------------------

24.      MISCELLANEOUS........................................................23
         -------------
         (a)  LANDLORD TRANSFER...............................................23
              -----------------
         (b)  LANDLORD'S LIABILITY............................................23
              --------------------
         (c)  FORCE MAJEURE...................................................23
              -------------
         (d)  BROKERAGE.......................................................23
              ---------
         (e)  ESTOPPEL CERTIFICATES...........................................24
              ---------------------
         (f)  NOTICES.........................................................24
              -------
         (g)  SEPARABILITY....................................................24
              ------------
         (h)  AMENDMENTS AND BINDING EFFECT...................................24
              -----------------------------

                                       vi
<PAGE>

         (i)  QUIET ENJOYMENT.................................................24
              ---------------
         (j)  NO MERGER.......................................................24
              ---------
         (k)  NO OFFER........................................................25
              --------
         (l)  ENTIRE AGREEMENT................................................25
              ----------------
         (m)  WAIVER OF JURY TRIAL............................................25
              --------------------
         (n)  GOVERNING LAW...................................................25
              -------------
         (o)  JOINT AND SEVERAL LIABILITY.....................................25
              ---------------------------
         (p)  FINANCIAL REPORTS...............................................25
              -----------------
         (q)  INTENTIONALLY OMITTED...........................................25
              ---------------------
         (r)  TELECOMMUNICATIONS..............................................25
              ------------------
         (s)  INTENTIONALLY OMITTED...........................................25
              ---------------------
         (t)  EXHIBITS........................................................25
              --------
         (u)  DEFINITIONS.....................................................26
              -----------

25.      OTHER PROVISIONS.....................................................26
         ----------------

                  LIST OF EXHIBITS
                  ----------------
                  Exhibit A -      Plan of Premises
                  Exhibit B -      Site Plan (including  designation  of  Tenant
                                   Visitor Reserved Spaces)
                  Exhibit C -      Renewal Option
                  Exhibit D -      Tenant Work Letter
                  Exhibit D-1 -    Standard Tenant Improvements
                  Exhibit E -      Amendment No. 1 - Commencement Date Agreement
                  Exhibit G -      Cleaning Specifications
                  Exhibit H -      Rules and Regulations
                  Exhibit I -      Form of Tenant Estoppel Certificate
                  Exhibit K -      Right of First Offer
                  Exhibit M -      Rent Abatement Provision
                  Exhibit O -      Signage
                  Exhibit P -      Operating Cost Estimate
                  Exhibit Q-       Operating Cost Exclusions
                  Exhibit R-       Landlord's Insurance

                                       vii
<PAGE>


                                      LEASE


     THIS LEASE  AGREEMENT (this "LEASE") is entered into as of the Date of this
                                  -----
Lease,  ADVANCE/GLB I L.L.C., a Delaware limited liability company ("LANDLORD"),
                                                                     --------
and DSET CORPORATION, a New Jersey corporation ("TENANT").
                                                 ------

     1.   DEFINITIONS.  The  Lease Summary is  incorporated herein  by reference
          -----------
for all purposes. All other terms shall have the meanings set forth herein.

     2.   LEASE GRANT. Subject  to the  terms of this Lease,  Landlord leases to
          -----------
Tenant,  and Tenant leases from Landlord,  the Premises for the Term, and hereby
grants to Tenant the  non-exclusive  right to use the common areas designated on
the plan attached as Exhibit B hereto.
                     ---------

     3.   TERM; DELIVERY OF POSSESSION.
          ----------------------------

          (a) The Term of this Lease shall commence on the Commencement Date and
end on the  Expiration  Date  unless  the Term shall  sooner or later  cease and
terminate as provided for under the specific terms of this Lease.

          (b) Landlord  agrees  to  provide  the Work (as such  term is  defined
in Exhibit D annexed  hereto  and made a part  hereof)  in  accordance  with the
   ---------
terms,  conditions and provisions of Exhibit D. Tenant shall occupy the Premises
                                     ---------
as soon as the Premises shall be deemed completed for Tenant's occupancy and the
Anticipated  Commencement  Date shall have  occurred (but not prior to such date
without the express written  consent of Landlord).  The Premises shall be deemed
completed on the date that: (1) a certificate of occupancy  (temporary or final)
for the  Premises for the  Permitted  Use has been issued to the Landlord by the
appropriate governmental authority; (2) the Building exterior main lobby and all
public areas are installed,  furnished and in operating  condition;  and (3) the
Work shall have been completed, other than (A) minor or insubstantial details of
construction,  mechanical adjustment or decoration,  the non-completion of which
do not  materially  interfere  with  Tenant's  intended use of the Premises (the
"PUNCH LIST ITEMS"), as certified by Landlord's  architect,  and (B) any part of
 ----------------
the  Work  which is not  completed  due to a delay  in  performance  of the Work
described in Paragraph 4 of Exhibit D. If a temporary  certificate  of occupancy
                            ---------
is obtained,  Landlord covenants to obtain a final certificate of occupancy,  at
its sole cost and  expense,  within the  required  time  period set forth in any
temporary  certificate  of occupancy.  In the event,  however,  a certificate of
occupancy  cannot be furnished  until any fixture work to be performed by Tenant
("TENANT'S  WORK") is complete,  then, in such event,  this condition  shall not
  --------------
accrue  until  any such  Tenant's  Work is  complete;  provided,  however,  if a
certificate  of occupancy is not  subsequently  issued because of any defects in
the Work or resulting from conditions unrelated to Tenant's Work, Landlord shall
be responsible for making any and all repairs  necessary for the issuance of the
certificate  of  occupancy.  If the  Premises  are not deemed  completed  by the
Anticipated  Commencement Date, Landlord shall not be in default hereunder or be
liable for damages  therefor;  provided,  however,  that if the Premises are not
deemed completed on or before July 16, 1999, as such date may be extended by any
Tenant Delay Days and any delays  caused by force  majeure  (the "DELAY  DATE"),
                                                                  -----------
Tenant  shall  receive  a sum  equal to one (1)  day's  Basic  Rent for each day
commencing  on the Delay  Date and  continuing  until the  Premises  are  deemed
completed  pursuant  to the  terms  of this  Lease.  Such  sum  shall be paid by
Landlord within twenty (20) days

                                       1
<PAGE>

after the date the Premises are deemed completed. Notwithstanding the foregoing,
if the Premises are not deemed  completed on or before  October 1, 1999, as such
date may be  extended  by any Tenant  Delay Days and any delays  caused by force
majeure, Tenant may terminate this Lease on not less than ten (10) days' written
notice to Landlord, without liability.  Landlord and Tenant shall execute within
fifteen (15) days after the date the Premises are deemed  completed for Tenant's
occupancy,  an  amendment  substantially  in  the  form  of  Exhibit  E  hereto.
                                                             ----------
Notwithstanding the foregoing,  Tenant,  together with its agents,  contractors,
workmen,  mechanics and suppliers, may enter the Premises, upon Landlord's prior
written consent,  during the four (4) week period prior to the Commencement Date
to perform any of Tenant's Work and to perform such other activities as it deems
reasonably  necessary  to prepare  same for the  conduct of its  business at the
Premises, provided that such entrance onto the Premises shall not interfere with
or delay  Landlord's  completion of the Work and shall otherwise be completed in
compliance  with the terms of this Lease.  Tenant  shall give  Landlord at least
twenty-four  (24)  hours  notice  prior  notice  of its  intention  to enter the
Premises.  Such  early  access  shall  be  coordinated  with  Landlord  so as to
facilitate the completion of the Premises on a timely basis.

          (c)  Within thirty (30) days after the Commencement Date, Tenant shall
give Landlord notice  specifying in reasonable  detail the respects in which the
Premises  are not in  satisfactory  condition in its  reasonable  determination,
including any Punch List Items and Landlord  shall correct said  conditions  and
Punch List Items within thirty (30) days  thereafter or such  reasonable time as
required.

          (d)  Landlord  shall  assign  and  deliver  to  Tenant  any  and   all
warranties  for any  item of the  Work  received  by  Landlord  from  any of its
contractors or suppliers,  including a one-year  warranty provided by Landlord's
construction manager.

     4.   RENT.
          ----

          (a)  PAYMENT.  Subject to  the Free Rent  applied in  accordance  with
               -------
Exhibit M,  commencing  on the  Commencement  Date,  Tenant  shall timely pay to
---------
Landlord all Basic Rent and  Additional  Rent  (collectively,  "RENT"),  without
                                                                ----
deduction  or set-off,  except as otherwise  specifically  provided  herein,  at
Landlord's Address or as otherwise  specified by Landlord.  Basic Rent, adjusted
as herein provided,  and Tenant's  Proportionate Share of Operating Expenses (in
accordance with Section 4(b)),  shall be payable  monthly in advance.  The first
monthly installment of Basic Rent and Tenant's  Proportionate Share of Operating
Costs  shall be payable  contemporaneously  with the  execution  of this  Lease;
thereafter, Basic Rent and Tenant's Proportionate Share of Operating Costs shall
be  payable  on the first day of each  month  beginning  on the first day of the
second full calendar  month of the Term.  The monthly Basic Rent for any partial
month at the  beginning  of the Term shall be prorated  based on a 365 day year.
Tenant  shall pay all other sums that Tenant may owe to Landlord or otherwise be
required  to pay under this Lease  other  than  Basic Rent  ("ADDITIONAL  RENT")
                                                              ----------------
within twenty (20) days following  Tenant's  receipt of an invoice setting forth
the sums that are due;  provided,  however,  that the parties  acknowledge  that
Tenant shall pay Tenant's Electric and Tenant's Proportionate Share of Operating
Costs in accordance with Section 4(b) hereof. If Landlord, at any time or times,
shall accept Rent after the same shall become due and payable,  such  acceptance
shall not excuse delay upon subsequent occasions, or constitute, or be construed
as, a waiver of any of Landlord's rights hereunder.

                                       2
<PAGE>

          (b)  OPERATING COSTS; TAXES.
               ----------------------

               (1)  Tenant shall pay an amount  equal to  Tenant's Proportionate
     Share of  Operating  Costs.  Landlord  shall make a good faith  estimate of
     Tenant's  Proportionate  Share of Operating  Costs for any calendar year or
     part thereof  during the Term,  and Tenant  shall pay to  Landlord,  on the
     Commencement  Date and on the first day of each calendar month  thereafter,
     in advance,  an amount equal to Tenant's  Proportionate  Share of Operating
     Costs for such  calendar  year or part  thereof  divided  by the  number of
     months  therein.  Initially,  Tenant shall pay Landlord  $7.00 per Tenant's
     Rentable Square Feet per annum as the Expense  Estimate.  From time to time
     (but not more than one time  each  year),  Landlord  may  re-calculate  the
     Expense  Estimate  and  deliver  a copy of the  re-calculation  to  Tenant.
     Thereafter,  the monthly  installments of Tenant's  Proportionate  Share of
     Operating  Costs shall be  appropriately  adjusted in  accordance  with the
     Expense  Estimate so that,  by the end of the  calendar  year in  question,
     Tenant  shall have paid all of Tenant's  Proportionate  Share of  Operating
     Costs as  calculated  by  Landlord.  Any amounts  paid based on the Expense
     Estimate  shall be subject to  adjustment  as herein  provided  when actual
     Operating Costs are available for each calendar year.

               "OPERATING  COSTS" shall  include  all  reasonable  and customary
                ----------------
     expenses and  disbursements  (subject to the  limitations  set forth below)
     that  Landlord  incurs in connection  with the  ownership,  operation,  and
     maintenance of the Building, determined in accordance with sound accounting
     principles  consistently applied,  including the following costs: (1) wages
     and salaries  (including  management fees) of all employees  engaged in the
     operation,  maintenance,  and security of the  Building,  including  taxes,
     insurance  and benefits  relating  thereto,  provided  that any increase in
     management  fees,  during any calendar year,  shall not be greater than the
     increase in the Price Index during such calendar year; (2) all supplies and
     materials  used in the operation,  maintenance,  repair,  replacement,  and
     security of the Building;  (3) costs for improvements  made to the Building
     which,  although  capital  in  nature,  are  expected  to reduce the normal
     operating costs  (including all utility costs) of the Building,  as well as
     capital  improvements  made in  order  to  comply  with  any law  hereafter
     promulgated  by any  governmental  authority,  as amortized over the useful
     economic life of such  improvements as determined by Landlord in accordance
     with GAAP (hereinafter defined); (4) cost of all utilities, except the cost
     of utilities  separately  billed or metered to any tenants in the Building;
     (5) insurance expenses; (6) repairs,  replacements, and general maintenance
     of the  Building,  including  roof  repairs;  (7)  service  or  maintenance
     contracts  with  contractors  for  the  operation,   maintenance,   repair,
     replacement,  or security of the Building (including alarm service,  window
     cleaning,  elevator  maintenance,  landscaping,  snow removal,  parking lot
     maintenance   and  refuse   collection);   (8)  32%  of  all  expenses  and
     disbursements  that  Landlord  incurs  in  connection  with the  ownership,
     operation  and  maintenance  of the  Park;  (9)  Taxes;  and (10) any other
     expenses noted on Exhibit P.
                       ---------

               Operating  Costs   shall   not  include  costs  for  (i)  capital
     improvements  made  to  the  Building  or  the  Park,   including  building
     structure,  foundations,  roof deck, and any expansion of the Building, its
     systems or parking lot, or any other expenses normally  capitalized by GAAP
     (hereinafter  defined) but not including capital improvements  described in
     the  previous  paragraph  of  the  Lease  and  items  which  are  generally
     considered  maintenance and repair items, such as painting of common areas,
     replacement of carpet in elevator

                                       3
<PAGE>

     lobbies,  and the like; (ii) repair,  replacements and general  maintenance
     paid by proceeds of insurance or  condemnation  or by Tenant or other third
     parties; (iii) interest, amortization, principal payments or other payments
     on loans or  underlying  leases made to Landlord;  (iv)  depreciation;  (v)
     leasing  commissions  (or fee in  lieu  of a  commission)  or  other  costs
     incurred in procuring tenants; (vi) legal expenses for services, other than
     those that benefit the Building  tenants  generally  (e.g.,  tax disputes);
     (vii) renovating or otherwise improving space for occupants of the Building
     or vacant space in the Building;  (viii) federal income taxes imposed on or
     measured by the income of Landlord from the operation of the Building;  and
     (ix) those items  noted on Exhibit Q.  Further,  Operating  Costs shall not
                                ---------
     include and/or shall be reduced by the amounts of any reimbursement, refund
     or credit  received or  receivable  by Landlord with respect to any item of
     Operating Costs. If any such reimbursement, refund or credit is received or
     receivable in a later year, it shall be applied against the Operating Costs
     for such later year;  provided,  however,  that,  if the Term has  expired,
     Tenant's share of such reimbursement shall be promptly refunded by Landlord
     to Tenant upon Landlord's receipt of same.

               "TAXES"  shall mean taxes,  assessments, and governmental charges
                -----
     whether federal, state, county or municipal,  and whether they be by taxing
     districts  or  authorities  presently  taxing  or by  others,  subsequently
     created or otherwise,  and any other taxes and assessments  attributable to
     the Building (or its operation), excluding, however, penalties and interest
     thereon,  federal  and state  taxes on income and tax on rents or  rentals,
     excess  profits or revenue tax,  excise tax or  inheritance  tax, gift tax,
     gains tax, franchise tax,  corporation tax, capital levy transfer,  estate,
     succession  or  other  similar  tax or  charge  that may be  payable  by or
     chargeable to Landlord under any present or future laws (provided, however,
     that if the present method of taxation changes so that in lieu of the whole
     or any part of any  Taxes,  there is  levied  on  Landlord  a  capital  tax
     directly on the rents received therefrom or a franchise tax, assessment, or
     charge based, in whole or in part,  upon such rents for the Building,  then
     all such  taxes,  assessments,  or charges,  or the part  thereof so based,
     shall be  deemed  to be  included  within  the term  "Taxes"  for  purposes
     hereof). Taxes shall include the actual, out-of-pocket costs of consultants
     retained  in  an  effort  to  lower   taxes  and  all  actual,   reasonable
     out-of-pocket  costs incurred in disputing any taxes or in seeking to lower
     the tax valuation of the Building. For property tax purposes, Tenant waives
     all rights to protest or appeal the  appraised  value of the  Premises,  as
     well as the Building,  and all rights to receive notices of reappraisement.
     Notwithstanding  the foregoing,  Tenant may request, at any time during the
     Term  (but not more than one time  during  each  twelve  (12)  Lease  Month
     period) that Landlord  appeal the appraised  value of the Building.  In the
     event Landlord prosecutes such tax appeal based upon Tenant's request,  and
     the tax appeal is  unsuccessful,  Tenant shall pay Landlord its  reasonable
     out-of-pocket  costs associated with the tax appeal  (including  reasonable
     attorneys' fees) as Additional Rent and such costs shall not be included as
     an Operating Cost; if the tax appeal is successful, the costs thereof shall
     be included as an  Operating  Cost as  indicated  above.  In no event shall
     Tenant's right to request the filing of a tax appeal grant Tenant any other
     rights  relating to such appeal.  If Landlord  shall receive a reduction or
     refund in  connection  with such tax appeal  which  relates to any year for
     which Tenant has paid Tenant's  Proportionate Share of Operating Costs, the
     amount of such  reduction or refund shall be subtracted  from Taxes payable
     or paid by Landlord for such year and proper reimbursement shall be made by
     Landlord to Tenant  promptly  after  Landlord  receives or is credited with
     such refund or reduction. Landlord may deduct from the total

                                       4
<PAGE>

     refund to  Tenant  any  reasonable  attorneys'  fees and  other  reasonable
     expenses incurred by Landlord in connection therewith.

               (2)  By April 1 of  each  calendar  year,  or as soon  thereafter
     as  practicable,  Landlord shall furnish to Tenant a statement of Operating
     Costs for the  previous  year (the  "OPERATING  COSTS  STATEMENT").  If the
                                          ---------------------------
     Operating  Costs  Statement  reveals  that Tenant  paid more than  Tenant's
     Proportionate  Share  of  Operating  Costs  for the  year  for  which  such
     statement was prepared,  then Landlord shall  promptly  credit or reimburse
     Tenant  for such  excess;  likewise,  if Tenant  paid  less  than  Tenant's
     Proportionate  Share of Operating  Costs  actually  due,  then Tenant shall
     promptly pay Landlord such deficiency.

               (3)  Tenant  shall  have the right to audit the books and records
     of Landlord  with  respect to  Operating  Costs (but not more than one time
     each  year)  upon ten (10)  days  advance,  written  notice  by  Tenant  to
     Landlord; provided such audit shall take place during normal business hours
     at  Landlord's  office.  If the results of the audit show an  overcharge to
     Tenant of more than seven percent (7%) of the actual amount owed by Tenant,
     then Landlord shall pay the reasonable  out-of-pocket  costs of such audit;
     in any event  Landlord  shall credit or refund to Tenant any  overcharge of
     items discovered by the audit within thirty (30) days of completion of such
     audit.  In the event such audit  discloses an  undercharge of such items as
     billed to Tenant,  Tenant shall pay Landlord the amount of such undercharge
     within thirty (30) days of completion of such audit.

          (c)  All  past due payments of  Rent shall bear interest from the date
due until paid at the  Interest  Rate;  provided  however  that  Landlord  shall
provide  Tenant with two (2) late  notices in any twelve (12) Lease Month period
in which event  Tenant shall not be  obligated  to pay such  additional  charges
unless Tenant fails to pay such sums within ten (10) days of Landlord's  notice.
In no event,  however,  shall the charges  permitted  under this  Lease,  to the
extent they are considered to be interest under applicable  federal,  state, and
local laws, rules and regulations,  all court orders,  governmental  directives,
and governmental  orders, and all restrictive  covenants  affecting the Premises
("LAWS"), exceed the maximum lawful rate of interest.
  ----

     5.   USE.
          ---

          (a)  Tenant shall occupy and use the  Premises  only for the Permitted
Use and shall comply,  at its sole cost,  with all Laws relating to the specific
manner of its use,  condition and occupancy of the Premises.  Tenant may use the
Premises  twenty-four  hours per day, seven days per week.  Notwithstanding  the
foregoing,  it is understood and agreed that Landlord  shall be responsible  for
the cost of compliance with any building code requirements  which are applicable
generally  to the  Building  and not the result of Tenant's  specific use of the
Premises and such costs shall not be included as Operating  Costs.  Tenant shall
not be  responsible  to  comply  with any  legal  requirements  relating  to the
structure  of the  Building or relating to  conditions  or repair  which are the
responsibility of the Landlord under this Lease.  Landlord hereby represents and
warrants that on the Commencement Date, the Premises and the common areas of the
Building, the Land and the Park are in full compliance with all applicable laws,
ordinances  and  regulations of all federal,  county and municipal  authorities,
including the  Americans  With  Disabilities  Act, any  regulations  promulgated
thereunder and any similar Laws.

                                       5
<PAGE>

          (b)  If,  because of Tenant's  or a Tenant  Party's acts,  the rate of
insurance  on the  Building  or its  contents  increases,  Tenant  shall  pay to
Landlord the amount of such increase, as Additional Rent, and acceptance of such
payment shall not waive any of Landlord's other rights. Tenant shall conduct its
business and control any assignees or subtenants  claiming by, through, or under
Tenant or any of their respective  agents,  contractors,  employees and invitees
(each a  "TENANT  PARTY")  so as not to  create  any  nuisance  or  unreasonably
          -------------
interfere with other tenants or Landlord in its management of the Building.

     6.   LANDLORD'S OBLIGATIONS.
          ----------------------

          (a)  SERVICES.  Landlord  shall furnish  to Tenant (1) water  at those
               --------
points of supply to the  Premises  and as provided for general use of tenants of
the  Building;  as  appropriate,  at such  reasonable  temperatures  and in such
reasonable  amounts as are standard for comparable  first class office buildings
in the vicinity of the Building;  (2) heating,  ventilation and refrigerated air
conditioning system ("HVAC"),  as appropriate,  at such temperatures and in such
                      ----
amounts as are  standard for a  comparable  first class office  building to keep
same  reasonably  comfortable;  (3) janitorial  service,  in accordance with the
Cleaning  Specifications  attached as Exhibit G; (4)  elevators  for ingress and
                                      ---------
egress to the floor on which the  Premises  are  located,  in common  with other
tenants,  provided  that Landlord may  reasonably  limit the number of operating
elevators during  non-Business Hours and holidays;  (5) snow and ice removal for
the parking area,  sidewalks and driveways of the Building;  and (6)  electrical
current during  Business Hours for equipment that does not require more than 220
volts and light and floor power  pursuant to Exhibit H. Landlord  shall maintain
                                             ---------
the  common  areas of the  Building  and the Park in  reasonably  good order and
condition,  except for damage caused by Tenant or a Tenant Party. Landlord shall
make any such repairs,  installations  and/or  alterations of common  facilities
with  due  diligence  and  due  care in a good  and  workmanlike  manner  and in
compliance  with all Laws and in making  such  repairs  shall  not  unreasonably
interfere  with  Tenant's  enjoyment  and use of the Premises and the  Building.
Landlord  shall  promptly  restore  any damage to any  portion  of the  Premises
resulting  therefrom,  including,  but not limited to those caused by any act or
omission of Landlord,  its agents,  servants,  employees or contractors  (each a
"LANDLORD PARTY").
 --------------

          (b)  ELECTRIC. Landlord  shall arrange  to obtain  electric  energy to
               --------
service  the  fixtures  located  within the  Premises,  at  Tenant's  sole cost,
directly from the public  utility  company  furnishing  electric  service to the
Building;  provided,  however,  that Landlord shall pay certain costs associated
therewith  in  accordance  with  Exhibit D and Tenant  shall pay all  charges as
                                 ---------
measured thereby.  Such electric energy shall be furnished to Tenant by means of
the existing Building panel boards, feeders, risers, wiring and other conductors
and  equipment.  Tenant  shall not install any  electrical  equipment  requiring
special  wiring  or  requiring  voltage  in  excess  of 220  volts or  otherwise
exceeding  Building capacity without the prior written consent of Landlord.  The
use of  electricity  in the  Premises  shall not exceed the capacity of existing
feeders and risers to or wiring in the Premises.  Any risers or wiring  required
to meet Tenant's excess  electrical  requirements  shall,  upon Tenant's written
request,  be  installed  by  Landlord,  at  Tenant's  reasonable  cost,  if,  in
Landlord's  reasonable  judgment,  the same are  necessary  and  shall not cause
permanent damage to the Building or the Premises, cause or create a dangerous or
hazardous condition,  entail excessive or unreasonable alterations,  repairs, or
expenses,  or interfere with or disturb other tenants of the Building. If Tenant
uses  machines  or  equipment  in the  Premises  which  affect  the  temperature
otherwise  maintained by the air conditioning  system or otherwise  overload any
utility,  Landlord,  following  notice to Tenant

                                       6
<PAGE>

and  Tenant's  failure to remove  such  machines  or  equipment  within five (5)
business days of such notice, may install supplemental air conditioning units or
other supplemental  equipment in the Premises,  and the reasonable cost thereof,
including the cost of installation,  operation,  use, and maintenance,  shall be
paid by Tenant to Landlord as Additional Rent.

          (c)  RESTORATION   OF   SERVICES;  ABATEMENT.   Landlord   shall   use
               ---------------------------------------
reasonable   efforts  to  restore  any  service  required  of  it  that  becomes
unavailable;  however,  such unavailability shall not render Landlord liable for
any damages (including  consequential damages) caused thereby, be a constructive
eviction  of Tenant,  constitute  a breach of any implied  warranty,  or entitle
Tenant to any abatement of Tenant's obligations  hereunder except as hereinafter
provided.  In the event that the  services  required  to be provided by Landlord
pursuant to Section 6(a) hereof (the  "SERVICES")  are interrupted or suspended,
                                       --------
and the interruption or suspension (1) has not resulted from the act or omission
of Tenant or a Tenant Party and (2) prevents  Tenant from  conducting its normal
business operations at the Premises, Tenant shall be entitled to an abatement of
Basic  Rent  commencing  on the tenth  (10th)  consecutive  business  day of the
interruption or suspension. The abatement shall end on the date the Services are
restored.

     7.   IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.
          -----------------------------------------------

          (a)  IMPROVEMENTS;  ALTERATIONS.  Improvements  or alterations to  the
               --------------------------
Premises shall be installed  and/or made at Tenant's  expense only in accordance
with  plans and  specifications  which  have been  previously  submitted  to and
reasonably approved in writing by Landlord. Improvements or alterations in or to
the Premises which shall cost less than $50,000.00 in the aggregate and which do
not  affect the  Building's  structure  or its HVAC,  plumbing,  electrical,  or
mechanical  systems,  may be made without Landlord's prior written consent.  All
other  improvements  or alterations  may only be made with  Landlord's  consent,
which  shall not be  unreasonably  withheld or delayed,  however,  Landlord  may
withhold its consent, in its sole discretion, to any alteration or addition that
would  adversely  affect  the  Building's   structure  or  its  HVAC,  plumbing,
electrical,  or mechanical  systems.  Except as otherwise  provided herein,  all
alterations,  additions, and improvements shall be constructed,  maintained, and
used by Tenant, at its risk and expense, in accordance with all Laws; Landlord's
approval of the plans and specifications  therefor shall not be a representation
by Landlord that such alterations,  additions,  or improvements  comply with any
Law.

          (b)  REPAIRS; MAINTENANCE.
               --------------------

               (1)  Tenant shall, at its sole cost,  maintain  the Premises in a
     clean,  safe,  and  operable  condition,  and shall not  permit or allow to
     remain any waste or damage to any portion of the Premises, including damage
     to any painted walls,  carpeting,  and ceiling tiles.  In addition,  Tenant
     shall repair or replace,  subject to Landlord's  direction and supervision,
     any damage to the  Building  and/or  the Park  caused by Tenant or a Tenant
     Party. If Tenant fails to make such repairs or replacements  within fifteen
     (15) days after the  occurrence of such damage,  then Landlord may make the
     same at Tenant's  cost. If any such damage occurs  outside of the Premises,
     then Landlord may elect to repair such damage at Tenant's  expense,  rather
     than  having  Tenant  repair  such  damage.  The  cost  of  all  repair  or
     replacement  work performed by Landlord under this Section 7(b)(1) shall be
     paid by Tenant to Landlord as Additional Rent.

                                       7
<PAGE>

               (2)  Landlord  shall  make,   at  Landlord's  sole  expense,  all
     structural  repairs and  replacements  except as specified herein and shall
     maintain in good order, condition and repair the Building, the Park and all
     other portions of the Premises not the obligation of Tenant or of any other
     tenant in the Building, including but not limited to the foundations, slab,
     outer walls, the roof deck,  exterior walls, and all structural  components
     of the Building.

          Landlord  shall  maintain  the  common areas  of the  Building in good
condition and repair in a manner  consistent with comparable  first class office
buildings in Somerset County, New Jersey.

          (c)  PERFORMANCE OF WORK.  Except as specifically  set forth herein to
               -------------------
the contrary,  all work  described in this Section 7 shall be performed  only by
Landlord,  a Landlord  Party or by  contractors  and  subcontractors  reasonably
approved  in  writing  by  Landlord.  Tenant  shall  cause all  contractors  and
subcontractors to procure and maintain  insurance coverage naming Landlord as an
additional  insured  against  such  reasonable  and  customary  risks,  in  such
reasonable  and  customary  amounts,  on such terms as Landlord  may  reasonably
require.  All such work shall be  performed  in  accordance  with all Laws,  all
reasonable  requirements  established by Landlord, and in a good and workmanlike
manner so as not to damage the Building (including the Premises,  the structural
elements,  and the plumbing,  electrical  lines,  or other utility  transmission
facility).  All such work  which may  affect the  Building's  HVAC,  electrical,
plumbing,  other mechanical  systems,  or structural elements must be reasonably
approved in writing by Landlord and, if required by Landlord,  by the Building's
engineer of record, at Tenant's expense and, at Landlord's  election,  such work
must be performed by Landlord's usual contractor for work of such type.

          (d)  CONSTRUCTION  LIENS.  Unless  otherwise  provided   by  Law,  any
               -------------------
contract(s) executed by Tenant for alterations, additions or improvements to the
Premises which Landlord permits Tenant to do pursuant to this Section 7, whether
in the nature of  erection,  construction,  alteration  or repair,  shall not be
deemed to have been authorized by Landlord merely by reason of any consent given
by Landlord  to Tenant to improve  the  Premises  unless  Landlord  specifically
reviews such contract(s) and consents in writing to such contract(s).  Landlord,
in  granting  its  consent  to Tenant  for any such  alterations,  additions  or
improvements  to the Premises,  shall have no obligation to authorize in writing
any contract(s)  executed by Tenant for such work, it being the intention of the
parties that to the extent  permitted by the New Jersey  Construction  Lien Law,
N.J.S.A.  2A:44A-1  et seq.  (the  "CONSTRUCTION  LIEN  LAW")  any  liens by any
                    ------          -----------------------
contractor,  subcontractor or supplier who provides work, services,  material or
equipment  to Tenant  pursuant  to such  contract(s)  shall  attach  only to the
leasehold  interest of Tenant.  Tenant shall pay promptly all persons furnishing
work,  equipment,  services or materials  with respect to any work  performed by
Tenant or its contractor on or about the Premises. In the event any construction
or other liens or any other notices of claim, including,  without limitation any
Notice of Unpaid Balance and Right to File Lien  ("LIEN"),  shall at any time be
                                                   ----
filed  against  the  Premises,  the  Building  and/or the Park  pursuant  to the
Construction  Lien Law by  reason  of work,  services,  equipment  or  materials
performed or furnished  to Tenant or to anyone  holding the Premises  through or
under Tenant,  Tenant  shall,  after being  notified  thereof,  promptly  notify
Landlord  of the same and shall  cause the same to be  discharged  by paying the
claimant  and  obtaining  a  discharge  or by  filing a surety  bond or making a
deposit of funds with the Clerk of the Superior  Court of New Jersey as provided
in  N.J.S.A.  2A:44A-31.  If  Tenant  shall  fail to  cause  such  lien to be so
discharged in compliance  with all the provisions of the  Construction  Lien Law
within ten (10) business days after being notified of the

                                       8
<PAGE>

filing  thereof,  then,  in addition  to any other right or remedy of  Landlord,
Landlord may discharge  the same by paying the amount  claimed to be due and the
amount so paid by Landlord  together with interest  thereon at the Interest Rate
and all costs and expenses,  including  reasonable  attorneys'  fees incurred by
Landlord in procuring  the  discharge of such lien,  shall be due and payable by
Tenant to the Landlord as Additional Rent on the first day of the next following
month, or may, at the Landlord's election,  be subtracted from any sums owing to
Tenant. All materialmen,  contractors,  artisans,  mechanics,  laborers, and any
other  persons now or hereafter  contracting  with Tenant or any  contractor  or
subcontractor  of Tenant for the  furnishing of any labor  services,  materials,
supplies,  or equipment with respect to any portion of the Premises, at any time
from the date hereof until the end of the Term,  are hereby  charged with notice
that  they look  exclusively  to Tenant  to  obtain  payment  for same.  Nothing
contained  herein  shall be deemed as the consent by Landlord to any liens being
placed upon the Premises,  the Building or the Park due to any work performed by
or for Tenant.

     8.   ASSIGNMENT AND SUBLETTING.
          -------------------------

          (a)  TRANSFERS.  Tenant shall not,  without the prior  written consent
               ---------
of  Landlord:  (1) assign,  transfer,  or  encumber  this Lease or any estate or
interest  herein,  whether directly or by operation of law, (2) permit any other
entity  to  become  Tenant   hereunder  by  merger,   consolidation,   or  other
reorganization,  (3) if Tenant is an entity other than a corporation whose stock
is publicly traded, permit the transfer of an ownership interest in Tenant so as
to result in a change in the current  control of Tenant,  (4) sublet any portion
of the Premises, (5) grant any license,  concession, or other right of occupancy
of any  portion of the  Premises,  or (6) permit the use of the  Premises by any
parties other than Tenant (each, a "TRANSFER").
                                    --------

          (b)  CONSENT STANDARDS.   Landlord  shall  not  unreasonably  withhold
               -----------------
its consent to any  assignment or subletting of the Premises,  provided that the
proposed  transferee  (1) is  sufficiently  creditworthy  to meet its obligation
pursuant to this Lease, (2) will use the Premises for the Permitted Use and will
not use the  Premises  in any  manner  that  conflicts  with any  exclusive  use
agreement or other  similar  agreement  entered into by Landlord  with any other
tenant of the Building,  (3) is not a  governmental  entity,  or  subdivision or
agency  thereof,  and (4) is not a  person  or  entity  with  whom  Landlord  is
negotiating to lease space; otherwise,  Landlord may withhold its consent in its
sole discretion.

          (c)  REQUEST FOR CONSENT. If  Tenant  requests Landlord's consent to a
               -------------------
Transfer,  then Tenant shall provide Landlord with a written  description of all
terms  and  conditions  of  the  proposed  Transfer,   copies  of  the  proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises;  banking, financial, and other credit
information;  general references  sufficient to enable Landlord to determine the
proposed  transferee's  creditworthiness;   and  such  other  documentation  and
information Landlord reasonably  requests.  Concurrently with Tenant's notice of
any request for  consent to a  Transfer,  Tenant  shall pay to Landlord a fee to
defray Landlord's actual,  out-of-pocket,  reasonable expenses in reviewing such
request,  and Tenant shall also reimburse Landlord  immediately upon request for
its actual, out-of-pocket reasonable attorneys' fees incurred in connection with
considering any request for consent to a Transfer.

                                       9
<PAGE>

          (d)  CONDITIONS TO CONSENT.  If   Landlord  consents  to   a  proposed
               ---------------------
Transfer which involves as assignment of this Lease,  then the proposed assignee
shall  deliver to  Landlord a written  agreement  whereby it  expressly  assumes
Tenant's  obligations  hereunder  as of the  effective  date of the  assignment.
Except as provided  below, no Transfer shall release Tenant from its obligations
under this  Lease,  but rather  Tenant and its  transferee  shall be jointly and
severally  liable therefor.  Landlord's  consent to any Transfer shall not waive
Landlord's rights as to any subsequent Transfers.  If an Event of Default occurs
while the Premises or any part thereof are subject to a Transfer, then Landlord,
in addition to its other remedies, may collect directly from such transferee all
rents  becoming  due to  Tenant  and  apply  such  rents  against  Rent.  Tenant
authorizes  its  transferees  to make payments of rent directly to Landlord upon
receipt of notice from Landlord to do so.

          (e)  CANCELLATION.  Landlord   may,  within  thirty  (30)  days  after
               ------------
submission of Tenant's  written request for Landlord's  consent to an assignment
or subletting,  or cancel this Lease as to the portion of the Premises  proposed
to be  sublet  or  assigned  as of  the  date  the  proposed  Transfer  is to be
effective.  If Landlord  cancels  this Lease as to any portion of the  Premises,
then this Lease shall cease for such  portion of the  Premises  and Tenant shall
pay to Landlord all Rent accrued through the  cancellation  date relating to the
portion of the Premises covered by the proposed Transfer.  Thereafter,  Landlord
may lease such portion of the Premises to the prospective  transferee (or to any
other person) without liability to Tenant. Notwithstanding the foregoing, in the
event  that at the time of such  proposed  sublet  or  assignment  the  Premises
consist of at least 42,095  rentable square feet, the provisions of this Section
8(e) shall not be effective.

          (f)  ADDITIONAL   COMPENSATION.  Tenant   shall   pay   to   Landlord,
               -------------------------
immediately upon receipt  thereof,  fifty percent (50%) of the excess of (1) all
compensation  received  by  Tenant  for a  Transfer  less the  costs  reasonably
incurred by Tenant  with  unaffiliated  third  parties in  connection  with such
Transfer  (i.e.,  tenant  improvements,  reasonable  legal  fees  and  brokerage
commissions)  over (2) the Rent allocable to the portion of the Premises covered
thereby.

          (g)  In addition, Tenant  shall  have  the  right,  without Landlord's
prior consent, to assign this Lease or sublet the Premises:  (1) To any business
entity which, at the time of such assignment or sublease,  which owns a majority
interest  of  Tenant,  in which  Tenant  owns a majority  interest,  or which is
controlled  by an entity  that owns a majority  interest  in Tenant;  (2) To any
business entity which succeeds Tenant as a result of a merger,  consolidation or
reorganization of Tenant; (3) To any entity which purchases substantially all of
the  assets of Tenant at the  Premises;  or (4) To an entity  which  either  (A)
subleases a portion of the Premises  for a term of eighteen  (18) months or less
in any one instance with no right of renewal or (B) subleases any portion of the
Premises not exceeding a total of 8,000  rentable  square feet for a term of any
duration  (not to exceed any  remaining  amount of time in the Term) (all of the
foregoing  under (1),  (2) or (3) shall  hereinafter  be referred to as "RELATED
                                                                         -------
PARTY  ASSIGNMENTS";   Related  Party  Assignments,   together  with  (4)  shall
------------------
hereinafter be referred to as "BUSINESS  ASSIGNMENTS").  In connection  with any
                               ---------------------
Business Assignment,  Landlord shall not have the right of cancellation pursuant
to Section 8(e), nor shall Landlord receive any compensation pursuant to Section
8(f) on account of for any Related Party Assignment.

                                       10
<PAGE>

     9.   INSURANCE; WAIVERS OF SUBROGATION; INDEMNITY.
          --------------------------------------------

          (a)  INSURANCE.  Tenant shall maintain  throughout the Term the
               ---------
following insurance policies (the "POLICIES"):
                                   --------

               (1)  Commercial  general  liability  insurance  on an  occurrence
     form, including blanket contractual  liability sufficient to cover Tenant's
     indemnity obligations hereunder,  insuring against any and all liability of
     Tenant or claims of liability of Tenant  arising out of,  occasioned  by or
     resulting from any accident or otherwise resulting in or about the Premises
     in such  amounts as are  usually  carried by  entities  leasing  properties
     similar to the Premises,  but in any event with a combined  single limit of
     not less than  $2,000,000.00  for bodily  injury and  property  damage with
     respect to any one occurrence, which amount shall be increased from time to
     time to reflect what a reasonably prudent person or entity leasing property
     similar  to  the  Premises  would  carry,   together  with  excess/umbrella
     liability  insurance  on a  "follow  form"  basis  with  minimum  limits of
     $3,000,000.00.  The commercial  general  liability  policy must include the
     standard   coverages   of   premises/operations    and   products/completed
     operations;

               (2)  Loss or damage by perils customarily included under standard
     "all  risk"  policies,  covering  all perils  and  contingencies  as may be
     required by the Landlord, including a replacement cost endorsement insuring
     eighty  percent  (80%) of the  replacement  cost of the Tenant's  property,
     fixtures  and  improvements,  and other  property  (including  property  of
     others) in the Premises;

               (3)  For  any period during which construction is being performed
     on the Premises by Tenant, "builder's all risk" coverage policy of fire and
     hazard insurance  (completed value  non-reporting form) with respect to the
     Premises, including vandalism and malicious mischief, in an amount not less
     than the full replacement cost of the improvements which are the subject of
     construction,  which  insurance  policy shall  contain a  replacement  cost
     endorsement.  This  policy  must name  Landlord  and The  Advance  Group as
     additional insured;

               (4)  Worker's compensation insurance to the  full extent required
     by New Jersey state law for all employees of the Tenant engaged in any work
     on or about  the  Premises  with  minimum  employer's  liability  limits in
     accordance with Law;

               (5)  Business interruption  insurance  in an  amount equal to six
     (6) months' loss of gross  earnings and the extra expense that could result
     from the cessation of the business conducted by the Tenant at the Premises;

               (6)  Automobile liability  insurance with a combined single limit
     of $1,000,000.00 covering all owned, non-owned and hired vehicles; and

               (7)  Insurance  against  such other  hazards as may be reasonably
     required by the Landlord from time to time and as are  customarily  insured
     against by similar type tenants with respect to similar leased properties.

                                       11
<PAGE>

Copies of certificates  with respect to all Policies,  together with evidence of
payment of the premium must be furnished  to Landlord  prior to the  Anticipated
Commencement  Date. If unavailable at such time,  Policies may be evidenced by a
certificate  of insurance,  together with a copy of the  declarations  page. Any
Policy providing general liability  coverage shall be written and endorsed so as
to name  Landlord  and The  Advance  Group as an  additional  insured,  as their
interests  may  appear.  With  respect  to  Tenant's  use and  occupancy  of the
Premises, Tenant's insurance shall provide primary coverage to Landlord when any
policy issued to Landlord provides  duplicate or similar  coverage,  and in such
circumstance  Landlord's policy will be excess over Tenant's Policy. Each Policy
shall be written by insurance companies authorized or licensed to do business in
the State of New Jersey having an A.M. Best Company,  Inc. rating of A or higher
and a financial size category of VIII or higher,  and shall be on such forms and
written by such  companies as shall be  reasonably  approved by  Landlord.  Such
insurance  coverage may be effected  under  overall  blanket or excess  coverage
policies  of Tenant,  except as to  general  liability  insurance,  which may be
effected under combined  single limit.  Each Policy shall be written or endorsed
so as to provide for commercially reasonable deductibles, although Tenant agrees
to indemnify  Landlord  for claims  beginning  with the first dollar  whenever a
deductible  applies to a claim requiring Tenant's  indemnification.  Each Policy
shall  contain a provision  to the effect that such policy shall not lapse or be
terminated,  canceled,  materially  altered or in any way limited in coverage or
reduced in amount  unless  Landlord is notified in writing at least  thirty (30)
days prior to such lapse, termination,  cancellation,  alteration, limitation or
reduction.  Tenant shall pay the  premiums for such  insurance as the same shall
become due and payable.  Not later than thirty (30) days prior to the expiration
date of any Policy, Tenant shall deliver to Landlord replacement certificates of
such Policy.

          (b)  WAIVER OF SUBROGATION.  Tenant and Landlord each waive any  claim
               ---------------------
it might  have  against  the other for any  injury to or death of any  person or
damage  to or  theft,  destruction,  loss,  or  loss of use of any  property  in
connection with this Lease or the Premises  (each, a "LOSS"),  to the extent the
                                                      ----
other party is insured  against under any insurance  policy  required  under the
terms  hereof  (inclusive  of any  self-insurance  and/or  deductible  amounts),
REGARDLESS OF WHETHER THE NEGLIGENCE  OF SUCH PARTY CAUSED THE LOSS.  Tenant and
Landlord  shall each cause its  insurance  carrier  to  endorse  all  applicable
policies waiving the carrier's rights of recovery under subrogation or otherwise
against the other.

          (c)  INDEMNITY.  Subject   to  Section  9(a),  Tenant  shall   defend,
               ---------
indemnify,  and hold harmless Landlord and its  representatives  and agents from
and  against  all  claims,  demands,  liabilities,   causes  of  action,  suits,
judgments,  damages, and expenses (including reasonable attorneys' fees) arising
from (1) Tenant's use and  occupancy of the Premises,  or any work,  activity or
thing  done,  allowed or suffered  by Tenant in, on or about the  Premises,  the
Building or the Park,  or (2) any breach or default by Tenant of any of Tenant's
obligations  under this  Lease,  and/or (3) any act or omission of Tenant or any
Tenant Party. Landlord shall defend, indemnify, and hold harmless Tenant and its
representatives  and agents from and against all claims,  demands,  liabilities,
causes of action, suits, judgments,  damages, and expenses (including attorneys'
fees) arising from (1) any work,  activity or thing done, allowed or suffered by
Landlord in, on or about the Premises,  the Building and/or the Park (other than
acts or omissions of Tenant or a Tenant Party), and/or (2) any breach or default
by Landlord of any of Landlord's  obligations  under this Lease.  This indemnity
provision  shall  survive  termination  or  expiration  of  this  Lease.  If any
proceeding is filed for which indemnity is required hereunder,  the indemnifying
party agrees,  upon request  therefore,  to defend

                                       12
<PAGE>

the  indemnified  party in such  proceeding at its sole cost  utilizing  counsel
satisfactory to the indemnified party.

          (d)  LANDLORD'S INSURANCE.  Landlord  shall  maintain  throughout  the
               --------------------
Term insurance  policies in accordance with the insurance  certificate  attached
hereto as Exhibit R.
          ---------

     10.  SUBORDINATION AND  NON-DISTURBANCE;  ATTORNMENT; NOTICE TO  LANDLORD'S
          ----------------------------------------------------------------------
MORTGAGEE.
---------

          (a)  SUBORDINATION   AND   NON-DISTURBANCE.   This  Lease   shall   be
               -------------------------------------
subordinate to any mortgage or other security  instrument,  or any ground lease,
master lease, or primary lease,  that now or hereafter covers all or any part of
the  Premises,  and  also to all  renewals,  modifications,  consolidations  and
extensions  of such  underlying  mortgage,  security  instrument,  ground lease,
master  lease or primary  lease.  Although no  instrument  or act on the part of
Tenant  shall be necessary  to  effectuate  such  subordination,  Tenant  shall,
nevertheless, execute and deliver such further reasonable instruments confirming
such  subordination  as may be desired by  Landlord's  Mortgagee or by a lessor,
licensor  or party to any  agreement  under any such  underlying  ground  lease,
master lease, or primary lease provided,  however, that, as a condition thereto,
Landlord shall obtain for Tenant a non-disturbance  agreement in form reasonably
acceptable to Tenant from Landlord's Mortgagee which shall provide that, so long
as Tenant is not in default under the terms this Lease beyond  applicable  grace
periods,  Landlord's  Mortgagee  shall not disturb  Tenant's  rights  under this
Lease. Landlord agrees that the effectiveness of this Lease shall be conditioned
upon   Landlord's   delivery  to  Tenant  of  the  initial   subordination   and
non-disturbance  agreement  in  accordance  with the  terms  hereof on or before
January 31, 1999. Any Landlord's Mortgagee may elect, at any time, unilaterally,
to make this Lease  superior to its  mortgage,  ground lease,  master lease,  or
primary  lease or other  interest  in the  Premises  by so  notifying  Tenant in
writing.

          (b)  ATTORNMENT.  Tenant  shall attorn  to  any  party  succeeding  to
               ----------
Landlord's interest in the Premises, whether by purchase,  foreclosure,  deed in
lieu of foreclosure,  power of sale,  termination of lease,  or otherwise,  upon
such party's request,  and shall execute such reasonable  agreements  confirming
such attornment as such party may reasonably request.

          (c)  NOTICE TO LANDLORD'S MORTGAGEE.  Tenant shall not seek to enforce
               ------------------------------
any remedy it may have for any  default on the part of  Landlord  without  first
giving written notice by certified mail,  return receipt  requested,  specifying
the default in reasonable detail, to any Landlord's  Mortgagee whose address has
been given to Tenant,  and  affording  such  Landlord's  Mortgagee a  reasonable
opportunity to perform Landlord's obligations hereunder.

          (d)  LANDLORD'S  MORTGAGEE'S  PROTECTION   PROVISIONS.   If Landlord's
               ------------------------------------------------
Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's
Mortgagee  shall not be: (1) liable for any act or omission of any prior  lessor
(including  Landlord  except to the extent  such act or omission  constitutes  a
Landlord  Default  which is  continuing);  (2) except to the extent  received by
Landlord's  Mortgagee,  bound by any Rent which  Tenant might have paid for more
than the current month to any prior lessor  (including  Landlord),  and all such
Rent shall  remain due and owing,  notwithstanding  such  advance  payment;  (3)
except to the extent received by Landlord's Mortgagee,  bound by any security or
advance  rental  deposit made by Tenant  which is not  delivered or paid over to
Landlord's  Mortgagee  and with  respect to which  Tenant  shall look  solely to
Landlord

                                       13
<PAGE>

for refund or reimbursement; (4) bound by any termination, amendment or material
modification  of this Lease made  without  Landlord's  Mortgagee's  consent  and
written approval,  except for those  terminations,  amendments and modifications
permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant
to the terms of the loan documents  between  Landlord and Landlord's  Mortgagee;
and (5)  subject to the offset  rights and  defenses,  which  Tenant  might have
against any prior lessor (including  Landlord) except for those offset right and
defenses which are expressly provided in this Lease.  Landlord's Mortgagee shall
have no liability or responsibility under or pursuant to the terms of this Lease
or otherwise after it ceases to own an interest in the Building. Nothing in this
Lease  shall  be  construed  to  require  Landlord's  Mortgagee  to  see  to the
application  of the  proceeds of any loan,  and  Tenant's  agreements  set forth
herein  shall not be impaired on account of any  modification  of the  documents
evidencing and securing any loan.

     11.  RULES  AND  REGULATIONS.  Tenant  shall  comply  with  the  rules  and
          -----------------------
regulations  of the Building  which are attached  hereto as Exhibit H; provided,
                                                            ---------
however,  that to the extent any rule and/or regulation conflicts with the terms
of this Lease, the terms of this Lease shall control. Landlord may, from time to
time, change such rules and regulations for the safety,  care, or cleanliness of
the Building,  the Park and related  facilities,  provided that such changes are
applicable  to all tenants of the Building and will not  unreasonably  interfere
with  Tenant's  use of  the  Premises.  Tenant  shall  be  responsible  for  the
compliance  with such rules and  regulations  by itself and each  Tenant  Party.
Provided,   however,  that  with  respect  to  any  new  rules  and  regulations
promulgated  by Landlord,  Tenant  shall  receive at least ten (10) days written
notice  thereof;  such Rules and regulations  shall be uniformly  applied to all
tenants in the Building,  shall not be arbitrarily  applied to Tenant, and shall
not materially  increase Tenant's  obligations or materially decrease Landlord's
obligations pursuant to the Lease.

     12.  CONDEMNATION.
          ------------

          (a)  TOTAL TAKING.  If  an  acquisition by  right of eminent domain or
               ------------
conveyance  in lieu  thereof  (a  "TAKING")  occurs  with  respect to the entire
                                   ------
Building or the entire  Premises,  this Lease shall  terminate as of the date of
the Taking, and Rent shall be prorated as of such date.

          (b)  PARTIAL TAKING  -  TENANT'S  RIGHTS.  If any part of the Building
               -----------------------------------
or the Park  becomes  subject to a Taking and such  Taking  materially  prevents
Tenant from  conducting  its  business in the Premises for a period of more than
ninety (90) days,  then Tenant may  terminate  this Lease as of the date of such
Taking by giving  written  notice to Landlord  within thirty (30) days after the
expiration of such ninety (90) day period,  and Rent shall be  apportioned as of
the date of such  Taking.  If Tenant does not  terminate  this Lease,  then Rent
shall be  abated  on a  reasonable  basis  as to that  portion  of the  Premises
rendered untenantable by the Taking as of the date of the Taking.

          (c)  PARTIAL  TAKING -  LANDLORD'S  RIGHTS.  If at least fifty percent
               -------------------------------------
(50%) of the Building becomes subject to a Taking, or if Landlord is required to
pay any of the proceeds  received for a Taking to a  Landlord's  Mortgagee,  and
sufficient   proceeds  do  not  remain  to  reconstitute   the  Building  to  an
architectural  whole,  then  Landlord  may  terminate  this Lease by  delivering
written notice thereof to Tenant within thirty (30) days after such Taking,  and
Rent shall be apportioned as of the date of such Taking. If Landlord does not so
terminate this Lease,  then this Lease will continue,  but if any portion of the
Premises  has been taken,  Rent shall abate as provided in the last  sentence of
Section 12(b).

                                       14
<PAGE>

          (d)  AWARD.  If  any Taking  occurs,  then  Landlord shall receive the
               -----
entire  award or other  compensation  for the  Land,  the  Building,  and  other
improvements  taken.  Tenant shall have no claim against  Landlord and shall not
have any claim or rights to any  portion  of the  amount  that may be awarded as
damages as a result of any such Taking;  and all right of Tenant to such damages
therefor  are  hereby  assigned  by  Tenant  to  Landlord.  Notwithstanding  the
foregoing,  Tenant  may  separately  pursue a claim  (to the  extent it will not
reduce  Landlord's  award)  against  the  condemnor  for the  value of  Tenant's
personal  property  which Tenant is entitled to remove under this Lease,  moving
costs, and other claims it may have.

          (e)  TRANSFER OF TITLE.  Tenant  agrees  to  execute  and  deliver any
               -----------------
instruments  as may be deemed  reasonably  necessary or required to expedite any
Taking or effectuate a proper transfer of title.

     13.  FIRE OR OTHER CASUALTY.
          ----------------------

          (a)  REPAIR  ESTIMATE.  If the  Premises  or the Building  are damaged
               ----------------
by a fire or other casualty (a "CASUALTY"),  Landlord shall,  within  forty-five
                                --------
(45) days after such  Casualty,  deliver to Tenant a good faith  estimate of the
time needed to repair the damage caused by a Casualty (a "DAMAGE NOTICE").
                                                          -------------

          (b)  TENANT'S RIGHTS.  If  a  material portion  of the Premises or the
               ---------------
Building is damaged by Casualty  such that Tenant is materially  prevented  from
conducting its business in the Premises and Landlord  reasonably  estimates that
the damage caused  thereby  cannot be repaired  within one hundred  eighty (180)
days after the Casualty,  or, in the event any such  Casualty  occurs during the
last two (2) years of the Term or during  any  Renewal  Term,  then  Tenant  may
terminate this Lease by delivering written notice to Landlord of its election to
terminate  within thirty (30) days after the Damage Notice has been delivered to
Tenant.  If Tenant does not so timely  terminate  this Lease,  then  (subject to
Section 13(c))  Landlord shall repair the Building or the Premises,  as the case
may be, as provided  below,  and Rent for the portion of the  Premises  rendered
untenantable by the Casualty shall be abated on a  proportionate  basis from the
date of Casualty until the completion of the repair.

          (c)  LANDLORD'S  RIGHTS.  If (1)  at least fifty percent  (50%) of the
               ------------------
Building  is damaged by  Casualty,  or (2) if  Landlord  is  required to pay any
insurance  proceeds  arising out of the Casualty to a Landlord's  Mortgagee  and
there remains insufficient  proceeds to so restore the Building to the condition
it was in  prior  to the  Casualty,  or (3) the  Expiration  Date  (as it may be
extended if the Renewal Option has been  exercised by Tenant in accordance  with
the  provisions  of Exhibit C hereof) is less than one (1) year from the date of
such Casualty, then, in any of said events, Landlord may terminate this Lease by
giving written notice of its election to terminate within thirty (30) days after
the Damage Notice has been  delivered to Tenant,  and Basic Rent and  Additional
Rent shall be abated as of the date of the Casualty.

          (d)  REPAIR  OBLIGATION.  If this Lease  is  not  terminated following
               ------------------
a Casualty,  then Landlord shall,  within a reasonable time after such Casualty,
begin to repair the Building and the Premises and shall proceed with  reasonable
diligence  to restore  the  Building  and  Premises  to  substantially  the same
condition as they existed  immediately before such Casualty;  however,  Landlord
shall not be required to repair or replace any of the  furniture,  equipment and
fixtures which

                                       15
<PAGE>

may have been placed by, or at the request of, Tenant or other  occupants in the
Building or the  Premises,  and  Landlord's  obligation to repair or restore the
Building or Premises  shall be limited to the extent of the  insurance  proceeds
actually received by Landlord for the Casualty in question.

          Landlord  shall not exercise any rights  that it may have to terminate
this Lease with respect to any Casualty unless it simultaneously  terminates the
leases of all other tenants in the Building that are similarly  affected by such
Casualty.

     14.  ENVIRONMENTAL COMPLIANCE.
          ------------------------

          (a)  (1)  Unless otherwise specified herein, the following  terms used
in this Section 14 shall have the following meanings:

               "DEP":  New Jersey Department of Environmental Protection and any
                ---
     successor agency.

               "ENVIRONMENTAL  LAWS":  All present and future  federal, state or
                -------------------
     local laws, codes, ordinances, rules, regulations and other requirements as
     the same,  from time to time,  may be  amended,  which  relate to the human
     health or safety concerns or to the environment, including those applicable
     to the storage, treatment,  disposal, handling and release of any Hazardous
     Substances or Wastes.

               "ENVIRONMENTAL  CLAIM": Any complaint,  order,  directive, claim,
                --------------------
     action,  investigation,  lawsuit, demand, citation,  notice,  proceeding or
     lien,  or  threatened   complaint,   order,   directive,   claim,   action,
     investigation,  lawsuit, demand, citation, notice, proceeding or lien, by a
     federal, state or local governmental entity involving Environmental Laws or
     Environmental  Conditions which affect Tenant or its conduct of business in
     the Premises.

               "ENVIRONMENTAL  CONDITION":  Any   emission,  spill,   discharge,
                ------------------------
     contamination or threatened  contamination of any kind or nature whatsoever
     at, on or from the Premises or  affecting  systems  servicing  the Premises
     which may violate any Environmental Law, including, without limitation, the
     presence of Hazardous Substances or Wastes.

               "HAZARDOUS SUBSTANCES OR WASTES":  Any toxic substance, hazardous
                ------------------------------
     substance,  contaminant,  waste,  pollutant  or other  similar  product  or
     substance that may pose a threat to the environment or human health safety,
     as defined in Environmental Laws.

               (2)  At all times during the Term,  Tenant,  at its sole expense,
     shall  fulfill,  cure,  observe and comply  with any and all  Environmental
     Claims.  Tenant  agrees  not  to  generate,  store,  manufacture,   refine,
     transport, treat, dispose or otherwise permit to be present on or about the
     Premises any  Hazardous  Substances,  except in de minimus  quantities  for
     ordinary  cleaning or office  purposes.  The  provisions  contained in this
     Section shall be applicable on a prospective basis only notwithstanding the
     fact that any substance shall not be deemed to be a Hazardous  Substance at
     the time of its use by  Tenant  but  shall  thereafter  be  deemed  to be a
     Hazardous Substance.

                                       16
<PAGE>

               (3)  If Tenant receives any notice of the occurrence or existence
     of an Environmental Condition and/or Environmental Claim, then Tenant shall
     give prompt notice of same to Landlord.

               (4)  If Tenant fails to comply with  its obligations  pursuant to
     this Section 14, including  without  limitation the requirements of Section
     14(a)(3),  Landlord shall have the option,  but shall not be obligated,  to
     enter onto the Premises  with such notice as is otherwise  required  herein
     and perform such obligations. All reasonable costs and expenses incurred by
     Landlord  in the  exercise  of any such  rights  shall be paid by Tenant as
     Additional Rent.

               (5)  Without limitation upon any other event which may constitute
     an Event of Default on the part of Tenant  under this Lease,  if any person
     or entity  asserts or  creates a lien upon the  Building,  Park  and/or the
     Premises  or  any  portion  thereof  by  reason  of  the  occurrence  of an
     Environmental  Condition  and/or  Environmental  Claim resulting  solely or
     partly  as a result  of the act or  omission  of  Tenant,  such  act  shall
     constitute  an Event of  Default on the part of Tenant  under  this  Lease,
     entitling Landlord to all of the rights and remedies provided therefor;

     provided,  however,  the  occurrence  of an  Environmental  Claim shall not
     constitute  an  Event  of  Default  if,  within  thirty  (30)  days  of the
     occurrence giving rise to the Environmental  Claim: (1) Tenant can prove to
     Landlord's  reasonable  satisfaction  that  Tenant  has  commenced  and  is
     diligently  pursuing  either:  (a) a cure or  correction of the event which
     constitutes the basis for the Environmental Claim and continues  diligently
     to pursue such cure or correction to completion;  or (b) legal  proceedings
     preventing  such  governmental  entity  or  entities  from  asserting  such
     Environmental Claim; and (2) Tenant has posted a bond, letter of credit, or
     other security  reasonably  satisfactory  in form,  substance and amount to
     Landlord to secure the proper and complete  cure or correction of the event
     which constitutes the basis for the Environmental Claim.

               (6)  Tenant shall  permit  Landlord  or a  Landlord  Party access
     during normal  business hours, or during other hours either by agreement of
     the parties or in the event of any emergency related to Environmental  Laws
     (after giving Tenant reasonable  advance notice thereof,  which may be oral
     notice,  except in cases of real or  apparent  emergency,  in which case no
     notice shall be  required),  to: (A) permit any of such parties to examine,
     audit, copy or make extracts from, any and all books, records and documents
     in  possession  of  Tenant,  its  agents,  representatives,   environmental
     consultants,  or independent  contractors  relating to Tenant's  compliance
     with Environmental  Laws; (B) inspect the Premises,  and/or (C) perform any
     work at the Premises to assure that the Premises are in compliance with all
     Environmental Laws.

               (7)  In the event that either the  SIC  number  or the operations
     and  processes  undertaken by Tenant or any occupant of the Premises are to
     change, Tenant shall provide not less than ten (10) days notice to Landlord
     prior to implementing such change.

               (8)  At no expense to the Landlord, Tenant promptly shall provide
     all reasonable  information requested by Landlord or any federal,  state or
     local  governmental  entity regarding any  Environmental  Laws and promptly
     shall sign such  affidavits  and  submissions  (subject  to the  reasonable
     approval of Tenant's  counsel)  when  requested to do so by Landlord or any
     federal,  state or local governmental  entity. In the event an affidavit or
     submission is

                                       17
<PAGE>

     inaccurate  or  incomplete,   Tenant  shall   cooperate  and  provide  such
     information  so that it can be made  accurate and  complete,  at which time
     Tenant promptly shall sign same.

               (9)  As  a condition precedent to  any Transfer by  Tenant (other
     than a Business Assignment),  Tenant, at Tenant's own expense, shall comply
     with  Section  14(b) hereof and fulfill all of Tenant's  obligations  under
     Section 14(a) hereof, in addition to complying with all other  requirements
     of this Lease.

          (b)  (1)  Without   limitation  upon  any  of   Tenant's   obligations
     pursuant to Section  14(a),  Tenant,  at its sole cost and  expense,  shall
     comply with the  Industrial  Site  Recovery  Act,  N.J.S.A.  13:K-6 et seq.
                                                                         ------
     ("ISRA")  to the  extent  that the  provisions  of IRSA  apply to  Tenant's
       ----
     operation  from the  Premises,  including  but not limited  to,  making all
     submissions  and  providing  all  information  to  the  DEP  and  otherwise
     complying with all requirements of ISRA.

               (2)  Should Tenant's operations  at the  Premises  not be subject
     to ISRA,  Tenant,  at is sole cost and  expense,  shall  obtain a letter of
     non-applicability  or de minimus  quantity  exemption from the DEP prior to
     the  expiration  or  earlier  termination  of the Term and  promptly  shall
     provide Tenant's submission and the DEP's exemption letter to Landlord.

               (3)  Tenant  represents  and  warrants  to  Landlord that  Tenant
     intends to use the Premises for the Permitted Use, and that Tenant's use of
     the Premises  shall be  restricted to the SIC number set forth in the Lease
     Summary (or any succeeding SIC number that may be assigned to the Permitted
     Use  by  the  appropriate   governmental   agency)  unless  Tenant  obtains
     Landlord's  prior  written  consent to any  change,  which  consent  may be
     unreasonably withheld in Landlord's sole discretion.

          (c)  Tenant  agrees that  each and every  provision of this Section 14
shall survive the  expiration or earlier  termination of the Term of this Lease,
regardless of the reason for such termination,  it being agreed and acknowledged
that Landlord  would not have entered into this Lease but for the  provisions of
this Section 14 and the survival thereof. Tenant's failure to abide by the terms
of this Section 14 shall be restrainable by injunction.

          (d)  Notwithstanding   the    foregoing,   if   compliance  with   any
Environmental  Laws  (including but not limited to ISRA) becomes  necessary with
respect to the Land, the Park,  the Building or the Premises  because of (1) the
existence of any Hazardous Substances not caused by an act of omission of Tenant
or a Tenant  Party,  or (2) any action or inaction on the part of the  Landlord,
including but not limited to, Landlord's execution of a contract for the sale of
the Building, the Land or the Park, any change in ownership of the Building, the
Land  or  the   Park,   initiation   of   bankruptcy   proceedings,   Landlord's
reorganization  or sale of the  controlling  share of  Landlord's  assets or any
other event which  triggers  ISRA,  then Landlord shall comply with ISRA and all
requirement of the DEP at Landlord' sole cost and expense.

     15.  PERSONAL PROPERTY TAXES.  Tenant shall be liable for all taxes  levied
          -----------------------
or assessed against personal property,  furniture,  or fixtures placed by Tenant
in the Premises.  If any taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's  property and Landlord elects to pay the same, or
if the assessed  value of Landlord's  property is increased by inclusion of such
personal  property,  furniture or fixtures and Landlord  elects to pay the taxes
based on such

                                       18
<PAGE>

increase,  then Tenant shall pay to Landlord,  as Additional  Rent,  the part of
such taxes for which Tenant is primarily liable  hereunder;  provided,  however,
Landlord  shall not pay such  amount if Tenant  notifies  Landlord  that it will
contest the validity or amount of such taxes before Landlord makes such payment,
and thereafter  diligently proceeds with such contest in accordance with law and
if the  non-payment  thereof  does not pose a threat of loss or  seizure  of the
Building or interest  of Landlord  therein or impose any fee or penalty  against
Landlord.

     16.  DEFAULT.
          -------

          (a)  Each of the following occurrences shall be an "EVENT OF DEFAULT":
                                                              ----------------

               (1)  Tenant's failure to pay Rent within ten (10) days  after the
     date that the same is due;  provided  however that  Landlord  shall provide
     Tenant with one (1) late  notice in any twelve  (12) Lease Month  period in
     which event  Tenant's  failure to pay rent shall not be an Event of Default
     unless  Tenant  fails to pay such sums within  five (5) days of  Landlord's
     late notice;

               (2)  Tenant abandons or vacates  the  Premises or any substantial
     portion thereof;

               (3)  Tenant  fails  to  comply with the  Permitted Use  set forth
     herein  and the  continuance  of such  failure  for a  period  of five  (5)
     business  days  after  Landlord  has  delivered  to Tenant  written  notice
     thereof;

               (4)  Tenant fails to provide any estoppel  certificate within the
     time period  required  under  Section  23(e) hereof and such failure  shall
     continue  for five (5)  business  days after  written  notice  thereof from
     Landlord to Tenant;

               (5)  Tenant's  failure to perform,  comply  with,  or observe any
     other   agreement  or  obligation  of  Tenant  under  this  Lease  and  the
     continuance  of such  failure  for a period of more than  thirty  (30) days
     after Landlord has delivered to Tenant written notice thereof,  or, if such
     default  cannot  reasonably  be cured  within  thirty  (30) days,  Tenant's
     failure to commence cure within that thirty (30) day period and  diligently
     prosecute to completion;

               (6)  A Transfer in violation of the provisions of this Lease;

               (7)  Tenant's   failure  to  maintain   insurance  in  accordance
     with the  provisions  of this Lease,  which is not cured  within  three (3)
     business days of Tenant's receipt of notice from Landlord; and

               (8)  The  filing  of a  petition by  or against Tenant (A) in any
     bankruptcy or other insolvency proceeding; (B) seeking any relief under any
     state or federal debtor relief law; (C) for the appointment of a liquidator
     or  receiver  for all or  substantially  all of  Tenant's  property  or for
     Tenant's  interest  in  this  Lease;  or  (D)  for  the  reorganization  or
     modification of Tenant's capital structure;  provided,  however,  if such a
     petition is filed against Tenant, then such filing shall not be an Event of
     Default  unless  Tenant  fails to have the  proceedings  initiated  by such
     petition dismissed within sixty (60) days after the filing thereof.

                                       19
<PAGE>

          (b)  Upon  any  Event of  Default,  Landlord  may, in addition  to all
other rights and remedies afforded Landlord hereunder or by law or equity,  take
any of the following actions:

               (1)  Terminate  this  Lease  by   giving  Tenant  written  notice
     thereof,  in which event  Tenant  shall pay to Landlord  the sum of (A) all
     Rent accrued hereunder through the date of termination, (B) all amounts due
     from time to time under Section  17(a),  and (C) an amount equal to (x) the
     total Rent that Tenant would have been required to pay for the remainder of
     the Term discounted to present value at a per annum rate equal to the Prime
     Rate as published on the date this Lease is  terminated  minus (y) the then
     present  fair  rental  value of the  Premises  for such  period,  similarly
     discounted;

               (2)  Terminate  Tenant's  right  to  possess the Premises without
     terminating this Lease by giving written notice thereof to Tenant, in which
     event Tenant shall pay to Landlord (A) all Rent and other  amounts  accrued
     hereunder to the date of  termination  of  possession,  (B) all amounts due
     from time to time under Section  17(a)  hereof,  and (C) all Rent and other
     net sums  required  hereunder to be paid by Tenant  during the remainder of
     the  Term,  diminished  by any net sums  thereafter  received  by  Landlord
     through  reletting  the Premises  during such period,  after  deducting all
     reasonable  costs incurred by Landlord in reletting the Premises.  Landlord
     shall  use  reasonable  efforts  to relet  the  Premises  on such  terms as
     Landlord in its sole  discretion may determine  (including a term different
     from the Term, rental concessions,  and alterations to, and improvement of,
     the Premises) in accordance with all applicable  Laws;  provided,  however,
     Landlord shall not be obligated to relet the Premises  before leasing other
     portions of the Building or the other buildings in the Park. Landlord shall
     not be liable for, nor shall Tenant's  obligations  hereunder be diminished
     because of, Landlord's failure to relet the Premises or to collect rent due
     for such reletting  provided  Landlord has made all  reasonable  efforts to
     mitigate damages in accordance with all applicable  Laws.  Tenant shall not
     be entitled to the excess of any  consideration  obtained by reletting over
     the Rent due  hereunder.  Reentry by  Landlord  in the  Premises  shall not
     affect  Tenant's  obligations  hereunder  for the unexpired  Term;  rather,
     Landlord may, from time to time,  bring an action against Tenant to collect
     amounts due by Tenant,  without the necessity of  Landlord's  waiting until
     the expiration of the Term;

               (3)  Unless Landlord delivers written notice to Tenant  expressly
     stating that it has elected to terminate  this Lease,  all actions taken by
     Landlord to dispossess or exclude  Tenant from the Premises shall be deemed
     to be taken under  Section  16(b)(2).  If Landlord  elects to proceed under
     Section 16(b)(2)  hereof,  it may at any time thereafter elect to terminate
     this Lease under Section 16(b)(1);

               (4)  Tenant hereby waives all right of redemption to which Tenant
     or any person under Tenant might be entitled by any law now or  hereinafter
     in force.

     17.  PAYMENT BY TENANT; NON-WAIVER.
          -----------------------------

          (a)  PAYMENT BY TENANT. Upon any Event of Default, Tenant shall pay to
               -----------------
Landlord all reasonable  costs incurred by Landlord  (including  court costs and
reasonable   attorneys'  fees  and  expenses  should  Landlord  prevail  in  any
litigation)  in (1)  obtaining  possession  of the  Premises,  (2)  removing and
storing Tenant's or any other  occupant's  property,  (3) repairing,

                                       20
<PAGE>

restoring,   altering,  remodeling,  or  otherwise  putting  the  Premises  into
condition  acceptable  to a new  tenant,  (8) if Tenant is  dispossessed  of the
Premises  and this  Lease is not  terminated,  reletting  all or any part of the
Premises  (including  reasonable  brokerage  commissions,  cost of tenant finish
work, and other costs  incidental to such  reletting),  (9) performing  Tenant's
obligations  which Tenant  failed to perform,  and (10)  enforcing,  or advising
Landlord of, its rights,  remedies,  and  recourses  arising out of the Event of
Default, in addition to the unamortized  portion of the Construction  Allowance,
Free Rent and any brokerage commissions paid by Landlord in connection with this
Lease.  If Tenant  prevails in such  litigation,  Landlord  shall pay Tenant its
court costs and reasonable  attorneys' fees and expenses in connection with such
action.  To the full extent  permitted  by Law,  Landlord  and Tenant  agree the
federal  and state  courts  of the  State of New  Jersey  shall  have  exclusive
jurisdiction  over any matter  relating  to or  arising  from this Lease and the
parties' rights and obligations under this Lease.

          (b)  NO WAIVER.  Landlord's acceptance of Rent following  an  Event of
               ---------
Default shall not waive Landlord's  rights  regarding such Event of Default.  No
waiver by either party of any violation or breach of any of the terms  contained
herein by the other party shall waive such party's  rights  regarding any future
violation of such term.  Landlord's  acceptance  of any partial  payment of Rent
shall not waive  Landlord's  rights with regard to the remaining  portion of the
Rent  that is due,  regardless  of any  endorsement  or other  statement  on any
instrument  delivered in payment of Rent or any writing  delivered in connection
therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall
not constitute an accord and satisfaction of the full amount of the Rent that is
due.

     18.  SURRENDER  OF  PREMISES.  No  act  by  Landlord  shall  be  deemed  an
          -----------------------
acceptance  of a  surrender  of the  Premises,  and no  agreement  to  accept  a
surrender of the  Premises  shall be valid unless it is in writing and signed by
Landlord.  At the expiration or termination of this Lease,  Tenant shall deliver
to Landlord the Premises with all  improvements  located  therein in good repair
and condition,  free of Hazardous Substances placed on the Premises by Tenant or
a Tenant  Party  during  the Term,  broom-clean,  reasonable  wear and tear (and
condemnation and Casualty damage,  as to which Sections 12 and 13 shall control)
excepted, and shall deliver to Landlord all keys to the Premises.  Provided that
there is no then-existing  Event of Default hereunder,  Tenant may, prior to the
end of the Term, remove all unattached trade fixtures,  furniture,  and personal
property  placed  in the  Premises  or  elsewhere  in the  Building  by  Tenant.
Additionally,  at Landlord's option, Tenant shall, prior to the end of the Term,
remove such  alterations,  additions,  improvements,  trade  fixtures,  personal
property,  equipment, wiring, cabling, and furniture (excluding Tenant's initial
fit-up of the  Premises) as Landlord may request;  however,  Tenant shall not be
required to remove any addition or  improvement  to the Premises if Landlord has
specifically  agreed in writing at the time such  improvement was installed that
the  improvement  or addition in question  need not be removed at the end of the
Term.  Tenant  shall  repair  all  damage  caused by such  removal  prior to the
expiration or sooner  termination of this Lease.  All items not so removed shall
within five (5)  business  days of  Tenant's  receipt of notice  regarding  such
items, at Landlord's  option, be deemed to have been abandoned by Tenant and may
be appropriated,  sold, stored,  destroyed, or otherwise disposed of by Landlord
without  notice to Tenant and without any  obligation to account for such items;
any  such  disposition  shall  not  be  considered  a  strict  foreclosure.  The
provisions of this Section 18 shall survive the end of the Term.

                                       21
<PAGE>

     19.  HOLDING OVER. If Tenant fails to vacate the Premises at the end of the
          ------------
Term,  then Tenant shall be a tenant from month to month and, in addition to all
other  damages and  remedies to which  Landlord may be entitled for such holding
over,  Tenant shall pay, in addition to the other  Additional  Rent,  Basic Rent
equal to one hundred fifty percent  (150%) of the Basic Rent in effect as of the
Lease Month  immediately  preceding such time, which shall be payable in advance
on the first day of each month.  The  provisions of this Section 19 shall not be
deemed  to limit or  constitute  a waiver of any other  rights  or  remedies  of
Landlord provided herein or at law.

     20.  CERTAIN  RIGHTS  RESERVED BY  LANDLORD.  Provided that the exercise of
          --------------------------------------
such rights does not  unreasonably  interfere  with  Tenant's  occupancy  of the
Premises, Landlord shall have the following rights:

          (a)  To  decorate  and  to  make  inspections,  repairs,  alterations,
additions,  changes,  or improvements,  whether structural or otherwise,  in and
about the  Building,  or any part  thereof;  to enter upon the  Premises  (after
giving  Tenant  reasonable  advance  notice  thereof,  which may be oral notice,
except in cases of real or apparent emergency,  in which case no notice shall be
required) and,  during the  continuance  of any such work, to temporarily  close
doors,  entryways,  public space, and corridors in the Building; to interrupt or
temporarily suspend Building services and facilities;  to change the name of the
Building;   and  to  change  the   arrangement  and  location  of  entrances  or
passageways,  doors, and doorways,  corridors,  elevators, stairs, restrooms, or
other public parts of the Building,  provided,  however, that Landlord shall not
close,  obstruct or otherwise change the location of the existing front and rear
entrances to the Building;

          (b)  To take  such reasonable  measures  as  Landlord  deems advisable
for the security of the Building and its occupants;  evacuating the Building for
cause, suspected cause, or for drill purposes; temporarily denying access to the
Building;  and closing the  Building  after  Business  Hours and on weekends and
holidays,  subject,  however,  to Tenant's  right to enter when the  Building is
closed after  Business Hours under such  reasonable  regulations as Landlord may
prescribe from time to time; and

          (c)  To enter the Premises at reasonable hours to show the Premises to
prospective  purchasers,  lenders, or, during the last twelve (12) months of the
Term, tenants.

          In  exercising any of Landlord's rights  under this  Lease, including,
but not limited to it rights  pursuant to this Section 20,  Landlord  agrees (1)
not to  unreasonably  interfere  with the operation of Tenant's  business in the
Premises,  nor the  ingress or egress or  visibility  therefrom,  including  any
signage,  (2) to diligently  prosecute to completion  any repairs,  alterations,
additions,  or  improvements  within the Premises  which Landlord is required or
elects to perform  pursuant to the terms of this Lease and performs such repairs
in such a way as not to  unreasonably  interfere with Tenant's  operation of its
business  in the  Premises,  during  Business  Hours and in the  presence  of an
authorized employee of Tenant (except in cases of real or apparent emergency, in
which  case no  notice  shall be  required),  and (3) to cause  said  work to be
accomplished in as expeditious a manner as is reasonably  practicable,  and upon
reasonable  advance  notice  to  Tenant(except  in  cases  of real  or  apparent
emergency,  in which case no notice shall be required).  Landlord shall promptly
restore any damage to any portion of the Premises resulting from its exercise of
its rights under this Lease,  including,  but not limited to those caused by any
acts or omissions of Landlord, its agents, servants, employees or contractors.

                                       22
<PAGE>

     21.  INTENTIONALLY OMITTED.
          ---------------------

     22.  PARKING.  Tenant  shall  have  the  non-exclusive  right  to  use  the
          -------
Tenant Parking Spaces and the exclusive right to use the Tenant Visitor Reserved
Spaces  in  the  parking  area  associated  with  the  Building  which  is  more
particulary  described on Exhibit B attached  hereto (the "PARKING AREA") during
                          ---------                        ------------
the Term subject to such  reasonable  terms,  conditions and  regulations as are
from time to time applicable to patrons of the Parking Area. Landlord shall have
no  liability  on account of any damage or loss to any  vehicle or its  contents
located in the Parking Area,  regardless of cause, except for Landlord's willful
misconduct or negligence.  Landlord  covenants that it shall (a) not provide any
other tenant in the Building,  or its  customers or invitees,  with any reserved
parking  spaces  in the  Parking  Area in  excess  of  that  granted  to  Tenant
hereunder, and (b) maintain the parking ratios in the Parking Area in accordance
with local code.  Tenant  acknowledges and agrees that Landlord is providing the
Tenant Visitor  Reserved Spaces to Tenant as a courtesy and that Landlord is not
assuming any  responsibility  with regard to the policing of the Tenant  Visitor
Reserved  Spaces to ensure the parties other than  Tenant's  visitors do not use
such spaces.

     23.  INTENTIONALLY OMITTED.
          ---------------------

     24.  MISCELLANEOUS.
          -------------

          (a)  LANDLORD TRANSFER. Landlord may sell its interest in the Building
               -----------------
and/or  transfer or assign any of its rights under this Lease. If Landlord sells
its  interest  in the  Building or assigns  its rights  under this  Lease,  then
Landlord  shall  thereby be  released  from any  further  obligations  hereunder
arising  after  the date of the sale or  transfer  (but not  before),  provided,
solely with respect to an  assignment of this Lease,  that the assignee  assumes
Landlord's obligations hereunder in writing.

          (b)  LANDLORD'S LIABILITY.  The  liability of  Landlord to  Tenant for
               --------------------
any  default  by  Landlord  under the terms of this  Lease  shall be  limited to
Tenant's actual direct,  but not  consequential,  damages  therefor and shall be
recoverable only from the interest of Landlord in the Building,  the Land and/or
the Park and Landlord shall not be personally liable for any deficiency.

          (c)  FORCE MAJEURE.  Other  than for  Tenant's  obligations under this
               -------------
Lease that can be performed  by the payment of money (e.g.,  payment of Rent and
maintenance  of insurance),  whenever a period of time is herein  prescribed for
action to be taken by either  party  hereto,  such party  shall not be liable or
responsible  for, and there shall be excluded from the  computation  of any such
period of time,  any delays due to strikes,  riots,  acts of God,  shortages  of
labor or materials, war, governmental laws, regulations, or restrictions, or any
other causes of any kind whatsoever which are beyond the control of such party.

          (d)  BROKERAGE.  Neither Landlord nor Tenant has dealt with any broker
               ---------
or agent in connection  with the  negotiation or execution of this Lease,  other
than the  Broker,  whose  commission  shall be paid by  Landlord,  pursuant to a
separate written  agreement.  Tenant and Landlord shall each indemnify the other
against  all  costs,   expenses,   attorneys'  fees,  and  other  liability  for
commissions or other compensation  claimed by any other broker or agent claiming
the same by, through, or under the indemnifying party.

                                       23
<PAGE>

          (e)  ESTOPPEL CERTIFICATES.  From  time to time (but not more than two
               ---------------------
times per twelve (12) Lease Month  period),  Tenant  shall  furnish to any party
designated  by  Landlord,  within ten (10) days after its receipt of  Landlord's
request therefor,  a certificate signed by Tenant confirming and containing such
factual  certifications  and  representations  as to this Lease as Landlord  may
reasonably request. Unless otherwise required by Landlord's Mortgagee,  the form
of estoppel certificate to be signed by Tenant shall be substantially similar to
the form attached hereto as Exhibit I.
                            ---------

          (f)  NOTICES.  All notices  and  other  communications  given pursuant
               -------
to this  Lease  shall be in  writing  and shall be (11)  mailed by first  class,
United States Mail, postage prepaid,  certified,  with return receipt requested,
(12) sent by a nationally  recognized overnight courier service, or (13) sent by
facsimile  transmission  during normal business hours followed by a confirmatory
letter sent in another manner permitted hereunder,  and addressed to the parties
hereto at the  addresses  specified in the Lease  Summary.  All notices shall be
effective upon delivery to the address of the addressee; provided, however, that
the date of any  refusal  by a party to  accept  delivery  of a notice  shall be
deemed to be the effective  date of such notice.  The parties  hereto may change
their  addresses by giving notice  thereof to the other in conformity  with this
provision.

          (g)  SEPARABILITY.  If  any  clause  or  provision  of  this  Lease is
               ------------
illegal,  invalid,  or unenforceable  under present or future Laws, then (unless
Tenant's use of the Premises is materially, adversely affected) the remainder of
this  Lease  shall  not be  affected  thereby  and in  lieu of  such  clause  or
provision, there shall be added as a part of this Lease a clause or provision as
similar in terms to such illegal,  invalid, or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable.

          (h)  AMENDMENTS  AND  BINDING  EFFECT.  This  Lease may not be amended
               --------------------------------
except by instrument in writing  signed by Landlord and Tenant.  No provision of
this  Lease  shall be deemed to have been  waived by either  party  unless  such
waiver is in writing signed by the other party,  and no custom or practice which
may evolve between the parties in the  administration  of the terms hereof shall
waive or diminish the right of each party to insist upon the  performance by the
other party in strict accordance with the terms hereof. The terms and conditions
contained  in this Lease shall  inure to the benefit of and be binding  upon the
parties  hereto,  and upon their  respective  successors  in interest  and legal
representatives,  except as otherwise herein expressly  provided.  This Lease is
for the sole  benefit  of  Landlord  and  Tenant,  and,  other  than  Landlord's
Mortgagee, no third party shall be deemed a third party beneficiary hereof.

          (i)  QUIET ENJOYMENT.  Provided  Tenant  has  performed  all  of   its
               ---------------
material  obligations  hereunder,  Tenant shall  peaceably  and quietly hold and
enjoy the Premises for the Term,  without  hindrance from Landlord or a Landlord
Party, but not otherwise, subject to the terms and conditions of this Lease.

          (j)  NO  MERGER.  There  shall be no  merger  of the  leasehold estate
               ----------
hereby  created  with the fee estate in the  Premises or any part thereof if the
same  person  acquires  or holds,  directly  or  indirectly,  this  Lease or any
interest  in this  Lease and the fee  estate in the  leasehold  Premises  or any
interest in such fee estate.

                                       24
<PAGE>

          (k)  NO OFFER. The  submission  of this  Lease to  Tenant shall not be
               --------
construed  as an offer,  and Tenant  shall not have any rights  under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.

          (l)  ENTIRE AGREEMENT.  This  Lease constitutes  the  entire agreement
               ----------------
between  Landlord and Tenant  regarding the subject matter hereof and supersedes
all oral statements and prior writings  relating  thereto.  Except for those set
forth in this Lease,  no  representations,  warranties,  or agreements have been
made by  Landlord  or Tenant  to the other  with  respect  to this  Lease or the
obligations  of Landlord or Tenant in connection  therewith.  The normal rule of
construction  that any ambiguities be resolved  against the drafting party shall
not apply to the  interpretation  of this Lease or any  exhibits  or  amendments
hereto.

          (m)  WAIVER OF JURY TRIAL.  TO  THE MAXIMUM EXTENT  PERMITTED BY  LAW,
               --------------------
LANDLORD AND TENANT EACH WAIVE RIGHT TO TRIAL BY JURY IN ANY LITIGATION  ARISING
OUT OF OR WITH RESPECT TO THIS LEASE.

          (n)  GOVERNING LAW.  This Lease shall be governed by and  construed in
               -------------
accordance with the laws of the State of New Jersey.

          (o)  JOINT AND SEVERAL LIABILITY.  If Tenant is comprised of more than
               ---------------------------
one party,  each such party shall be jointly and  severally  liable for Tenant's
obligations under this Lease.

          (p)  FINANCIAL REPORTS.   Within  fifteen (15)  days  after Landlord's
               -----------------
request,  Tenant will furnish  Landlord  with  Tenant's  most recent  annual and
quarterly  reports.  Landlord will not disclose any aspect of Tenant's financial
statements  that Tenant  designates to Landlord as  confidential  except (14) to
Landlord's  Mortgagee  or  prospective  purchasers  of  the  Building,  (15)  in
litigation  between  Landlord  and Tenant,  or (16) if required by court  order.
Tenant shall not be required to deliver the reports  required under this Section
more than once in any twelve (12) month period.

          (q)  INTENTIONALLY OMITTED.
               ---------------------

          (r)  TELECOMMUNICATIONS.  Tenant and its telecommunications companies,
               ------------------
including local exchange  telecommunications  companies and  alternative  access
vendor  services  companies  shall  have no right of  access to and  within  the
Building   and/or   the   Land,   for  the   installation   and   operation   of
telecommunications   systems  including  voice,   video,  data,  and  any  other
telecommunications   services  provided  over  wire,  fiber  optic,   microwave,
wireless,  and any  other  transmission  systems,  for  part or all of  Tenant's
telecommunications  within the Building and from the Building and/or the Land to
any other location without Landlord's prior written consent, which consent shall
not be unreasonably, withheld, conditioned or delayed.

          (s)  INTENTIONALLY OMITTED.
               ---------------------

          (t)  EXHIBITS.  All  exhibits  and  attachments  attached  hereto  are
               --------
incorporated herein by this reference.

                                       25
<PAGE>

          (u)  DEFINITIONS.   (1)  "INCLUDING",   means    including,    without
               -----------          ---------
limitation;  (2) "LEASE  MONTH" shall mean each  calendar  month during the Term
                  ------------
(and if the  Commencement  Date does not  occur on the  first day of a  calendar
month,  the  period  from the  Commencement  Date to the  first  day of the next
calendar  month  shall be  included  in the first  Lease  Month for  purposes of
determining the duration of the Term, and the monthly Basic Rent rate applicable
for such partial month shall be  apportioned  as provided in Section 4(a) of the
Lease);  (3)  "TANGIBLE  NET WORTH"  shall mean the excess of total  assets over
               -------------------
total  liabilities,  in each case as  determined in  accordance  with  generally
accepted  accounting  principles   consistently  applied  ("GAAP"),   excluding,
                                                            ----
however,  from the  determination  of total  assets  all assets  which  would be
classified  as  intangible  assets  under  GAAP  including  goodwill,  licenses,
patents,  trademarks,  trade names, copyrights, and franchises; (4) "PRIME RATE"
                                                                     ----------
shall mean the prime rate as  published  by The Wall Street  Journal,  Northeast
Edition,  in its listing of "Money Rates";  and (5) the "PRICE INDEX" shall mean
                                                         -----------
the  Consumer  Price Index (New Series  1982-84-100)  published by the Bureau of
Labor Statistics of the U.S.  Department of Labor, All Items, New York, New York
Northeastern N.J.,for All Urban Consumers.

     25.  OTHER PROVISIONS.
          ----------------

          (a)  LANDLORD AND  TENANT  EXPRESSLY   DISCLAIM  ANY  IMPLIED WARRANTY
THAT THE PREMISES ARE SUITABLE FOR TENANT'S  INTENDED  COMMERCIAL  PURPOSE,  AND
TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF
THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS  HEREUNDER,  AND,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,  TENANT SHALL CONTINUE TO PAY THE
RENT,  WITHOUT  ABATEMENT,  SETOFF OR DEDUCTION,  NOTWITHSTANDING  ANY BREACH BY
LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

          (b)  Landlord  hereby  represents  and  warrants to  Tenant upon which
warranties and representation Tenant has relied in executing and delivering this
Lease that:

               (1)  Landlord  has no actual  knowledge  of,  and has received no
     notice of, any violation of any Law  affecting the Premises,  the Building,
     the Land or the Park.

               (2)  Landlord  has  no  actual  knowledge  of  any  confirmed  or
     unconfirmed special assessments affecting the Premises,  the Building,  the
     Land or the Park.

               (3)  Landlord has full power and right to enter into this  Lease,
     and upon the execution  and delivery of this Lease by Landlord,  this Lease
     will be legally  binding upon Landlord in accordance  with all of its terms
     and conditions, without any qualification whatsoever which is not expressly
     provided for herein.

               (4)  Landlord has no actual knowledge of any structural  problems
     currently affecting or the Premises and/or the Building.

               (5)  To  the  best of  Landlord's knowledge, there are no pending
     actions against the Landlord under any  Environmental  Law and the Landlord
     has not  received  notice in any form of such an  action,  or of a possible
     action.

                                       26
<PAGE>

               (6)  To the best  of Landlord's  knowledge,  there have not been,
     nor are there now, any releases of Hazardous  Substances  in, on, over, at,
     from, into or onto any portion of the Premises,  the Building,  the Land or
     the Park in violation of any applicable laws.

               (7)  To   the  best  of   Landlord's  knowledge,   there  is   no
     environmental  condition,  contamination,  situation or incident on, at, or
     concerning the Premises,  the Building,  the Land or the Park that may give
     rise to an action or to liability under any law, rules, ordinance or common
     law theory.

               (8)  To   the   best  of  Landlord's  knowledge,  Landlord,  with
     respect to the Premises,  the Building, the Land and the Park, has been and
     is in full compliance with any and all environmental  permits and all other
     requirements under all Environmental Laws.

               (9)  Landlord  is  solely  vested  with  fee  simple title to the
     Building  and has full right and lawful  authority to lease the Premises to
     Tenant pursuant to the terms hereof.

               (10) No  zoning  or  similar  ordinance, restrictive  covenant or
     other  encumbrance or restriction  prevents the use of the Premises for the
     Permitted Use, or otherwise  conflicts or is inconsistent with the terms of
     this Lease.

               (11) No  joinder or  approval  of  any other  person or entity is
     required with respect to Landlord's  right and authority to enter into this
     Lease, including any lender or mortgagee.

               (12) There is no  underlying  or superior  lease with  respect to
     the Premises or any other part of the Building.

          (c)  If Landlord fails to perform, comply with, or observe any term or
covenant  required to be performed by it under this Lease,  and  continues  such
failure for a period of more than thirty (30) days after Tenant has delivered to
Landlord  written  notice  thereof,  or, if such default cannot be reasonably be
cured within  thirty (30) days,  Landlord's  fails to commence  cure within that
thirty  (30) day period and  diligently  prosecute  such cure to  completion  (a
"LANDLORD DEFAULT"):
 ----------------

               (1)  Tenant  may,  but shall  not be  obligated  to,  remedy such
     default and in connection  therewith  may pay expenses and employ  counsel.
     All  reasonable   out-of-pocket  sums  expended  by  Tenant  in  connection
     therewith (including  reasonable attorneys' fees) shall be paid by Landlord
     to Tenant upon thirty (30) days demand; or

               (2)  Tenant  may commence an action in the Superior Court of  New
     Jersey seeking to compel Landlord to perform its obligations hereunder; or

               (3)  Tenant may terminate this Lease upon  giving at least thirty
     (30) days notice to Landlord of its intention so to do, in which event this
     Lease shall  terminate upon the date fixed in such notice,  unless Landlord
     shall  have  meanwhile  cured  such  default  (or,  if such  default is not
     susceptible  of cure  within such  thirty  (30) day  period,  Landlord  has
     provided  Tenant  with   reasonable   assurance  that  such  cure  will  be
     accomplished  promptly,  has in fact  commenced  such  cure and  thereafter
     diligently pursues such cure to completion).

                                       27
<PAGE>

                    Tenant may exercise any  of the  foregoing  remedies  singly
or  concurrently  and without  prejudice to the future exercise of any remaining
available remedies.

                    Anything in  this  Lease  to  the contrary  notwithstanding,
Tenant  shall not  terminate  this Lease  because of a  Landlord  Default  until
Landlord has had the opportunity to cure the Landlord  Default as provided above
and  until  Tenant  has  then  given  written  notice  to  Landlord's  Mortgagee
specifying the nature of Landlord's Default and allowing Landlord and Landlord's
Mortgagee, or any of them, sixty (60) days after the date of such notice to cure
such default.  If circumstances  are such that such default cannot reasonably be
cured within that sixty (60) day period,  Tenant shall allow a reasonable period
of time to complete  such cure  provided  that such parties  commence  such cure
within the  original  sixty (60) day period and  diligently  pursue such cure to
completion.

               (d)  Except as otherwise specifically set forth  herein, whenever
Landlord's  consent or  approval  is  required  to be obtained by Tenant in this
Lease,  Landlord  agrees  that it shall not  unreasonably  withhold or delay its
consent or approval.

               (e)  If  Tenant desires  any of the services specified in Section
6(a)(2) of the Lease:  (A) at any time other than the Business  Hours, or (B) on
weekends or  holidays,  Tenant  shall pay to Landlord  $25.00/hour  per floor or
partial floor on which such services are required, as Additional Rent; provided,
however,  Tenant  shall  receive  five (5)  hours per week of such  after  hours
services at no additional charge.

                                       28
<PAGE>

               (f)  Exhibit  K  (Right of First Offer)  and  Exhibit O (Signage)
                    ----------                               ---------
are incorporated herein by reference for all purposes.

     Dated as of the date first above written.


TENANT:                                     DSET CORPORATION,
                                            a New Jersey corporation


                                      By: /s/ William P. McHale, Jr.
                                         ---------------------------------
                                      Name:  William P. McHale, Jr.
                                           -------------------------------
                                      Title: President/CEO
                                            ------------------------------


LANDLORD:                             ADVANCE/GLB I L.L.C.,  a  Delaware limited
                                      liability company

                                      By:   Advance/GLB   Development  Partners,
                                            L.L.C., a Delaware limited liability
                                            company, its manager member
                                            By:  Advance Land Holdings,  L.L.C.,
                                                 a New Jersey limited  liability
                                                 company, its manager
                                                 By:   Advance Realty  Advisors,
                                                       Inc.,    a   New   Jersey
                                                       corporation, its managing
                                                       member


                                                 By: /s/ Robert P. Cahill
                                                    ----------------------------
                                                 Name:  Robert P. Cahill
                                                 Title: Senior Vice President

                                       29
<PAGE>

                                    EXHIBIT A
                                    ---------

                                PLAN OF PREMISES
                                ----------------




<PAGE>


                    [FLOOR PLAN OF LEASED PREMISES GOES HERE]




<PAGE>

                                    EXHIBIT B
                                    ---------

                      DESCRIPTION OF LAND AND/OR SITE PLAN
                      ------------------------------------






<PAGE>


                    [SITE PLAN OF LEASED PREMISES GOES HERE]




<PAGE>

                                    EXHIBIT C
                                    ---------

                                 RENEWAL OPTION
                                 --------------

     Provided  no Event of Default  exists,  Tenant may renew this Lease for the
Renewal Term, by delivering  written notice of the exercise  thereof to Landlord
not earlier than twelve (12) months before the  Expiration  Date. The Basic Rent
payable for each month during such  extended Term shall be  ninety-five  percent
(95%) of the  prevailing  rental  rate (the  "PREVAILING  RENTAL  RATE ") at the
                                              ------------------------
commencement of such extended Term, for renewals of space of equivalent quality,
size, utility and location,  with the length of the extended Term and the credit
standing of Tenant to be taken into account; provided, however, that in no event
shall the  Prevailing  Rental Rate be less than the rental rate in effect during
the last year of the Term.

     The Renewal Term shall be upon the same terms,  covenants and conditions of
this Lease as shall be in effect immediately prior to the renewal,  except that:
(a) Basic Rent shall be adjusted to the  Prevailing  Rental  Rate;  (b) Landlord
will  establish a new Expense  Estimate  (to be based upon the actual  Operating
Costs  during the twelve  (12) Lease  Month  period  immediately  preceding  the
commencement  of the Renewal  Term) which shall be effective as of the first day
of the Renewal  Term;  (c) Tenant shall have no further  renewal  option  unless
expressly  granted by Landlord in writing;  and (d)  Landlord  shall  provide to
Tenant a refurbishing allowance of $10.00 per Tenant's Rentable Square Feet (the
"RENEWAL ALLOWANCE"),  which shall be disbursed to Tenant when the work has been
 -----------------
substantially completed and Tenant has caused to be delivered to Landlord (1) an
invoices from Tenant's general contractor  evidencing the cost of performing the
work, together with lien waivers from such party, and a consent of the surety to
the finished work (if  applicable)  and (2) a certificate  of occupancy from the
appropriate  governmental  authority,  if applicable to the work, or evidence of
governmental  inspection and approval of the work. Landlord shall not provide to
Tenant any other  allowances  (e.g.,  moving  allowance  and the like) or tenant
inducements.

     For the purposes of determining  the Prevailing  Rental Rate, the following
procedures  shall  apply:

          (i)   Landlord shall give Tenant notice (the "RENT  NOTICE") not later
                                                        ------------
          than 180 days prior to the  commencement  of the Renewal  Term,  which
          Rent Notice shall set forth Landlord's determination of the Prevailing
          Rental Rate ("LANDLORD'S DETERMINATION");
                        ------------------------

          (ii)  Tenant shall give Landlord  notice ("TENANT'S  NOTICE"),  within
                                                     ----------------
          forty-five  (45)  days  after  delivery  of the Rent  Notice,  stating
          whether Tenant accepts or disputes the  Landlord's  Determination.  If
          Tenant's Notice accepts  Landlord's  Determination  or Tenant fails or
          refuses  to give  Tenant's  Notice,  Tenant  shall be  deemed  to have
          accepted  Landlord's   Determination.   If  Tenant's  Notice  disputes
          Landlord's  Determination,  Tenant's  Notice  shall  specify  Tenant's
          determination of the Prevailing Rental Rate ("TENANT'S DETERMINATION")
                                                        ----------------------
          as determined by an independent real estate appraiser;

          (iii) Landlord shall give Tenant notice ("LANDLORD'S NOTICE"),  within
                                                    -----------------
          twenty (20) days after delivery of Tenant's Determination,  of whether
          Landlord  accepts or disputes  Tenant's  Determination.  If Landlord's
          Notice accepts Tenant's  Determination or if Landlord fails or refuses
          to give Landlord's  Notice,  Landlord shall be deemed to have accepted
          Tenant's

                                      C-1
<PAGE>

          Determination.  If Landlord's Notice disputes Tenant's  Determination,
          Landlord  shall  deliver  to  Tenant,  within  thirty  (30) days after
          receipt of Tenant's Notice, Landlord's determination of the Prevailing
          Rental Rate ("LANDLORD'S SECOND  DETERMINATION"),  as determined by an
                        --------------------------------
          independent real estate appraiser.  If Landlord's Second Determination
          exceeds Tenant's Determination by ten percent (10%) or less, the Basic
          Rent  shall be the  average of  Landlord's  Second  Determination  and
          Tenant's  Determination.  If Landlord's Second  Determination  exceeds
          Tenant's  Determination  by more than ten percent  (10%),  Landlord or
          Tenant shall apply to the  American  Arbitration  Association  (or any
          successor  organization) to designate a third  independent real estate
          appraiser   (the   "THIRD   APPRAISER")   in   accordance   with   the
                              -----------------
          then-prevailing  rules,  regulations and/or procedures of the American
          Arbitration  Association,  and if the American Arbitration Association
          (or any  successor  organization)  shall be  unable  or  unwilling  to
          designate the Third Appraiser,  then either party may commence a legal
          proceeding to have the Third Appraiser appointed.

          (iv)  The  Third   Appraiser   shall   conduct   such   hearings   and
          investigations  as he may deem  appropriate  and shall,  within thirty
          (30) days after the date of designation of the Third Appraiser, choose
          either Landlord's Second Determination or Tenant's Determination,  and
          such choice shall be conclusive  and binding upon Landlord and Tenant.
          Each party shall pay its own counsel fees and  expenses in  connection
          with any arbitration hereunder, including the expenses and fees of any
          appraiser  selected by it in  accordance  with the terms  hereof.  The
          unsuccessful  party  shall  bear the costs and  expenses  of the Third
          Appraiser.  Any appraiser  appointed hereunder shall be an independent
          real  estate  appraiser  with at least ten (10)  years  experience  in
          leasing and valuation of properties  which are similar in character to
          the  Building.  The  appraisers  shall  not have the  power to add to,
          modify or change any of the provisions of this Lease.

          (v)   If  the final  determination of the Prevailing Rental Rate shall
          not be made on or before the first day of the  Renewal  Term,  pending
          such final  determination,  Tenant shall continue to pay, as the Basic
          Rent for the Renewal Term, an amount equal to Landlord's Determination
          (or, if Landlord  shall have given  Landlord's  Second  Determination,
          Landlord's Second Determination),  which amount shall in all events be
          in addition to all  Additional  Rent  payable  under the terms of this
          Lease. If, based upon the final  determination  hereunder of the Basic
          Rent,  the  payments  made by Tenant on account of Basic Rent for such
          portion of the Renewal  Term were  greater than the Basic Rent payable
          for the Renewal  Term,  the amount of such excess shall be refunded by
          Landlord to Tenant within ten (10)  business days  following the final
          determination of Basic Rent.

          (vi)  Landlord and Tenant shall promptly  execute an amendment to this
          Lease  evidencing  any extension of the Term pursuant to this Exhibit,
          but no such  amendment  shall  be  necessary  in  order  to  make  the
          provisions of this Exhibit effective.

     Tenant's  rights under this Exhibit  shall  terminate if (17) this Lease or
Tenant's right to possession of the Premises is terminated,  (2) Tenant fails to
timely  exercise its option under this  Exhibit,  time being of the essence with
respect to Tenant's exercise  thereof,  or (3) an Event of Default exists at the
time of exercise of the option or on the date the renewal term would commence.

                                      C-2
<PAGE>

                                    EXHIBIT D
                                    ---------

                          TENANT WORK LETTER: ALLOWANCE
                          -----------------------------
                          (Landlord Performs the Work)

     1.  Landlord,  at  its  sole  cost  and  expense,  and in  addition  to the
Construction  Allowance and Free Rent Period, shall furnish and install the main
lobby and  amenities  package,  including  first floor  locker  rooms,  work-out
equipment and shower rooms,  utility rooms and common  meeting rooms  (including
furniture),  Building  directory and monument signage,  along with: (a) the HVAC
system  which  will be  distributed  to the  V.A.V.  boxes  in the  Premises  in
accordance  with  Exhibit  D-1,  and radiant  heat around the  perimeter of each
                  ------------
floor;  (b) the  perimeter  walls and  columns  in the  Premises  shall be sheet
rocked,  taped,  spackled  and ready to  receive  paint;  (c) the base  building
electrical  system  and  emergency  lighting  to all core  areas and 400 amps of
electrical  service to the third floor and 200 amps of electrical service to the
second  floor  of the  Premises,  together  with two high  voltage  panels,  two
transformers  and four secondary  panels and one meter; (d) sprinkler system for
the shell; (e) for  divided-floor  tenancies,  all walls separating the Premises
from other tenant space.  Landlord shall be responsible  for only one-half (1/2)
of the cost of constructing  any demising wall that abuts the Premises;  and (f)
interior core improvements,  including men's and women's toilet rooms, telephone
closets, electrical closets, janitorial closets and core walls.

     2.  Tenant will  submit a  finished,  final space plan with  respect to the
Premises (the "SPACE PLAN") to Landlord for Landlord's review and approval. This
               ----------
approval,  with respect only to  improvements  within the Premises  shall not be
unreasonably  withheld,  conditioned or delayed.  If the Space Plan requires any
variance or  modification  of the  existing  site plan,  provided  Landlord  has
approved this portion of the Space Plan in its sole discretion,  Tenant shall be
responsible  for  obtaining  all required  approvals  at Tenant's  sole cost and
expense.

     3. Within ten (10) days of its receipt of the Space  Plan,  Landlord  shall
have the  construction  manager  prepare a budget (the "BUDGET") of the Work (as
                                                        ------
hereinafter  defined).  Tenant shall notify Landlord  whether it approves of the
Budget within three (3) business days after the  submission  thereof.  If Tenant
fails to notify  Landlord  that it  disapproves  of the Budget  within such time
period,  then Tenant  shall be deemed to have  approved  the  Budget.  If Tenant
notifies Landlord that it disapproves the Budget within such time period, Tenant
and Landlord shall, within five (5) business days thereafter, value engineer the
Budget.  This process shall continue until the Budget has been finally  approved
by Tenant; provided,  however, that the parties understand and agree that in the
event the Budget is not  finally  approved on or before  February  1, 1999,  the
Delay Date and the October 1, 1999 date  referenced in Section 3(b) of the Lease
shall each be extended one (1) day for each day after  February 1, 1999 that the
Budget is not finally  approved.  Notwithstanding  the  foregoing,  that parties
understand  and agree that,  in the event  Tenant has not finally  approved  the
Budget on March 1, 1999,  the most recent  version of the Budget as of such date
shall be deemed approved by Tenant.  The parties agree that, at all times during
the  process  of the Work  described  hereunder,  Landlord  shall  operate on an
"open-book"  basis,  with  Tenant  having the right to review all bids and costs
described herein.

     Within two (2) business days of the final approval of the Budget,  Landlord
shall engage a design consultant, at its sole cost and expense, to prepare final
Construction  Documents with respect to all

                                      D-1
<PAGE>

improvements  to be installed in the Premises based upon the Space Plans and the
Budget  and  deliver  the same to Tenant  for its  review  and  approval  (which
approval shall not be  unreasonably  withheld,  conditioned or delayed).  Tenant
shall  devote  such time as is  necessary  to enable  the design  consultant  to
complete the  Construction  Documents in accordance  with this  Exhibit.  Tenant
shall notify Landlord whether it approves of the  Construction  Documents within
five (5) business days after Landlord's  submission  thereof. If Tenant fails to
notify Landlord that it disapproves of the initial Construction Documents within
five (5) business days after the submission thereof, then Tenant shall be deemed
to have  approved  the  Construction  Documents.  If Tenant  disapproves  of the
Construction Documents,  then Tenant shall notify Landlord thereof specifying in
reasonable  detail the  reasons  for such  disapproval,  in which case  Landlord
shall,  within five (5) business days after such notice,  have such Construction
Documents  revised in accordance  with Tenant's  objections and submit to Tenant
for its review and approval.  Tenant shall notify Landlord in writing whether it
approves of the resubmitted Construction Documents within five (5) business days
after its receipt thereof. This process shall be repeated until the Construction
Documents have been finally approved by Landlord and Tenant; provided,  however,
that the  parties  understand  and  agree  that in the  event  the  Construction
Documents  are not finally  approved on or before March 1, 1999,  the Delay Date
and the October 1, 1999 date  referenced in Section 3(b) of the Lease shall each
be extended  one (1) day for each day after March 1, 1999 that the  Construction
Documents are not finally approved.  Notwithstanding the foregoing, that parties
understand  and agree that,  in the event  Landlord  and Tenant have not finally
approved the Construction Documents on April 1, 1999, the most recent version of
the Construction  Documents as of such date shall be deemed approved by Landlord
and Tenant. Any delay caused by Tenant's unreasonable withholding of its consent
or delay in giving its written approval as to such Construction  Documents shall
constitute  a  Tenant  Delay  Day  (defined  below).  To the  extent  that  such
Construction Documents also require Landlord's approval,  Landlord shall approve
such  Construction  Documents  within three (3)  business  days after the design
consultant's  submission  of such  Construction  Documents  to  Landlord,  which
approval shall not be unreasonably withheld, conditioned or delayed. Further, if
any of the Work will affect the  Building's  HVAC,  electrical,  mechanical,  or
plumbing systems,  then the Construction  Documents  pertaining  thereto must be
approved by the  Building's  engineer of record.  As used herein,  "CONSTRUCTION
                                                                    ------------
DOCUMENTS"  shall mean the final  construction  documents  approved  by Landlord
---------
(including,  but not limited to, any working drawings  necessary to complete the
Work),  as amended from time to time by any approved  changes  thereto (it being
further  agreed  that  the  final  Construction  Documents  shall be  sealed  by
Landlord's architect),  and "WORK" shall mean all improvements to be constructed
                             ----
in accordance with and as indicated on the Construction Documents, together with
any work required by  governmental  authorities to be made to other areas of the
Building solely as a result of the Work. Landlord's approval of the Construction
Documents  shall not be a  representation  or  warranty  of  Landlord  that such
drawings  are  adequate  for any  use or  comply  with  any  Law  and/or  are in
accordance  with  Exhibit  D-1,  but shall  merely be the  consent  of  Landlord
                  ------------
thereto. Tenant shall, at Landlord's request, sign the Construction Documents to
evidence its review and approval  thereof.  All changes in the Work must receive
the prior written approval of Landlord (which approval shall not be unreasonably
withheld,  conditioned or delayed) and in the event of any such approved  change
Tenant shall,  upon completion of the Work,  furnish  Landlord with an accurate,
reproducible  "as-built"  plan of the  improvements  as  constructed.  After the
Construction  Documents have been approved,  Landlord shall cause the Work to be
performed in accordance with the Construction Documents.  Tenant shall receive a
full set of final Construction Documents at no cost to Tenant.

                                      D-2
<PAGE>

     Landlord  covenants  and  agrees  that it shall  require  the  construction
manager  to seek at least  three  (3) bids  from  each of the  major  trades  to
complete the Work based on the Construction Documents. The parties agree that in
the event the estimate to complete the Work,  after the receipt of such bids, is
greater than the Budget that has been approved by Tenant, the parties shall work
together in an effort to reduce such costs to the approved Budget.

     4. Except for any such delayed  governed by the provisions of Section 24(c)
of the Lease,  if a delay in the  performance  of the Work occurs because (a) of
any change by Tenant to the Space Plans or  Construction  Documents,  (b) of any
specification  by Tenant of materials or  installations  in addition to or other
than Landlord's standard  finish-out  materials,  (c) of unanticipated  building
code issues arising solely from the Space Plans, (d) Tenant fails to comply with
the time schedules set forth herein,  or (e) Tenant or Tenant's agents otherwise
delays  completion of the Work, then,  provided  Landlord has given Tenant prior
notice of such event,  and Tenant does not promptly  cure,  notwithstanding  any
provision  to the  contrary in this Lease (each day of delay  caused by any such
event shall be a "TENANT DELAY DAY"),  Tenant's obligation to pay Rent hereunder
                  ----------------
shall  commence  on the  Commencement  Date,  as such day may be adjusted by any
Tenant Delay Day; provided,  however,  that no delay has been caused by Landlord
or any Landlord Party.

     5. Landlord shall engage a construction  manager to oversee the Work,  make
disbursements  required to be made to the  subcontractors,  and act as a liaison
between the  subcontractors  and Tenant and coordinate the relationship  between
the  Work,  the  Building,  and  the  Building's  systems.  Tenant  shall  pay a
construction   management   fee  equal  to  seven  percent  (7%)  of  the  Total
Construction Costs (hereinafter defined), which fee is included in Total Project
Costs (hereinafter defined).

     6. The entire cost of performing the Work (including  costs of construction
labor and materials,  electrical usage within the Premises during  construction,
additional  janitorial services related to the Work , related taxes, if any, and
insurance  costs, and general  conditions),  all as shall be contemplated by the
Budget,  but excluding the cost of preparing all working drawings,  Construction
Documents and all necessary  permits and  approvals,  including a Certificate of
Occupancy,  as hereinabove  provided) is herein  collectively  called the "TOTAL
                                                                           -----
CONSTRUCTION   COSTS".   The  Total  Construction   Costs,   together  with  the
--------------------
construction  management  fee  referred to in Section 5 above,  is  collectively
called the "TOTAL  PROJECT  COSTS".  Any portion of the Total  Project  Costs in
            ---------------------
excess of the  Construction  Allowance  (hereinafter  defined)  shall be paid by
Tenant. Upon approval of the Construction  Documents and Budget and selection of
subcontractors, Tenant shall promptly execute a work order agreement prepared by
Landlord which identifies the Construction Documents, itemizes the Total Project
Costs,  sets  forth the  Construction  Allowance,  and sets  forth  the  initial
proportionate  share of the  Total  Project  Costs,  if any,  which is  Tenant's
responsibility  ("TENANT'S   CONTRIBUTION"),   the  parties  understanding  that
                  -----------------------
Tenant's  Contribution  shall be revised in the event  Additional  Project Costs
(hereinafter  defined) are incurred as a result of any change  orders by Tenant.
If Tenant  requests any changes to the Work after  approval of the  Construction
Documents,   Tenant   shall  pay  all  costs,   including   permits   and  fees,
architectural,  engineering and related design expenses directly  resulting from
such changes, and such costs shall be added to the Total Construction Costs (the
"ADDITIONAL  PROJECT  COSTS").  No such changes  shall be made without the prior
 --------------------------
written  consent  of  Landlord  which  approval,  so long as the  changes do not
include  changes  outside  the  Premises,  shall not be  unreasonably  withheld,
conditioned or delayed. Landlord shall not be responsible for delay in occupancy
by Tenant  because of changes to the  Construction

                                      D-3
<PAGE>

Documents  after approval by Tenant as outlined  above.  Upon completion of such
revised Construction  Documents,  Landlord shall notify Tenant in writing of the
cost which  will  include a service  fee of  twenty-eight  percent  (28%) of the
Additional  Project Costs,  which shall be paid by Tenant  together with monthly
payments during  construction as provided for below.  Tenant shall,  within five
(5) business  days of  Landlord's  notice,  notify  Landlord in writing  whether
Tenant  desires to proceed  with such  changes.  In the absence of such  written
authorization  or Tenant's  notice of election not to proceed with such changes,
Landlord  shall  not be  obligated  to  perform  the  Work and  Tenant  shall be
responsible  and chargeable for any and all delays in completion of the Premises
resulting therefrom. To the extent that Additional Project Costs are not related
to change orders requested by Tenant,  such Additional Project Costs shall be at
Landlord's expense. To the extent that the Total Project Costs do not exceed the
Construction Allowance, Tenant shall receive a Rent credit or refund of any such
difference.

     7. Upon Landlord's  delivery to Tenant of an invoice from the  construction
manager  itemizing  the portion of the Tenant's  Contribution  then due,  Tenant
shall,  within ten (10) days of its receipt of such invoice (such invoices to be
provided by Landlord to Tenant monthly during the course of  construction of the
Work), make a payment to Landlord equal to Tenant's Contribution with respect to
such Total Project Costs described in the invoice.

     8.  Tenant  may  make  periodic  inspections  of the  Premises  during  the
construction  provided that such inspections are made during reasonable business
hours  with  prior  notice to  Landlord  and  provided  further  that  Tenant is
accompanied  by a  representative  of Landlord.  Tenant  shall  advise  Landlord
promptly in writing of any objection to the performance of the Work.

     9. Within five (5) business  days of  Landlord's  notice to Tenant that the
Premises is  completed,  Tenant  shall  inspect the  Premises in the presence of
Landlord and Landlord's  construction  manager to establish the Punch List Items
to be  completed  as  soon  thereafter  as is  reasonably  possible.  Any  costs
reasonably  incurred  with respect to Punch List Items shall be included as part
of Total Project Costs and not as an additional cost to Tenant.  Further, within
such time  period,  Landlord  shall  provide  Tenant  with a  completion  notice
described in Section 3(b) of the Lease.

     10.  Subject to the  provisions  of Section  3(b) of the Lease,  Tenant may
install  Tenant's Work in the Premises in accordance with the terms of the Lease
and in compliance with the following:

          (a) No  such  work  shall  proceed  without  Landlord's  prior written
approval (such approval not to be unreasonably withheld, conditioned or delayed)
of (1) any  contract  Tenant  enters  into with  respect to Tenant's  Work;  (2)
detailed  plans  and  specifications  for the  work;  and (3) a  certificate  of
worker's  compensation  insurance  showing  that Tenant  maintains  insurance in
accordance with the Lease.

          (b) Tenant  shall  and shall  cause its  contractors  to abide  by all
safety and construction laws,  ordinances,  rules and regulations.  All work and
deliveries shall be scheduled  through Landlord in accordance with the Rules and
Regulations  attached  as Exhibit H to the Lease.  Entry  onto the  Premises  by
                          ---------
Tenant's contractors shall be pursuant to the terms,  covenants,  provisions and
conditions of the Lease. All Tenant's  materials,  Tenant's Work,  installations
and  decorations of any nature brought upon or installed in the Premises  before
the  Commencement  Date shall be at

                                      D-4
<PAGE>

Tenant's  risk,  and (except for willful  misconduct)  neither  Landlord nor any
party acting on Landlord's behalf shall be responsible for any damage thereto or
loss or destruction  thereof.  Tenant shall not employ any  contractor,  who, in
Landlord's   reasonable  opinion,  may  prejudice  Landlord's   negotiations  or
relationships   with  Landlord's   contractors  or  subcontractors   with  their
employees, or as may disturb harmonious labor relations.

          (c) Tenant  shall  reimburse   Landlord  for  any  additional  expense
incurred by Landlord by reason of any Tenant Work not  performed  in  accordance
with the terms hereof, or by reason of Tenant Delays caused by such Tenant Work,
or by reason of cleanup, which fails to comply with the provisions hereof.

     11. All Work,  and any  alteration or  improvement  by Tenant in accordance
with this  Exhibit of the  Lease,  shall be  performed  in  accordance  with the
Schedule of Standard Tenant Improvements  attached hereto as Exhibit D-1. Tenant
                                                             -----------
shall promptly  replace any such Work,  alteration or improvement that is not so
performed, at Tenant's sole expense.  Notwithstanding any failure by Landlord to
object to any such  Work,  alteration  or  improvement,  Landlord  shall have no
responsibility therefor.

     12. To the extent not inconsistent with this Exhibit,  Section 7(a) of this
Lease shall  govern the  performance  of the Work and  Landlord's  and  Tenant's
respective rights and obligations regarding the improvements  installed pursuant
thereto.

     13. In the event Tenant  defaults in any payment  required by this Exhibit,
(following  written notice to Tenant and Tenant's failure to pay within ten (10)
days of such notice) Landlord shall, in addition to all other legally  allowable
remedies,  have the same  rights  as in the  case of an  Event of  Default  with
respect to the  payment of Rent under the Lease.  Once the Punch List Items have
been  completed in accordance  with this Exhibit,  Tenant shall pay to Landlord,
within  five (5)  business  days of demand  thereof,  any  remaining  portion of
Tenant's Contribution.


                                      D-5
<PAGE>

                                   EXHIBIT D-1
                                   -----------

                    SCHEDULE OF STANDARD TENANT IMPROVEMENTS
                    ----------------------------------------

The following  Schedule of Standard  Tenant  Improvements is provided to specify
the  minimum  quality  standards  of the  building  materials  to be used in the
construction of the interior Tenant improvements.

     1.   Partitions
          ----------

          (a)  Partitions  within the  Premises  shall have 1/2" gypsum board on
each side of 3-5/8" metal studs, 16" on center,  taped and spackled.  Partitions
between the Premises,  corridor(s)  and between the Premises and adjacent space,
shall have 5/8" fire code  gypsum  board,  taped and  spackled,  on each side of
3-5/8" metal studs,  16" on center above finished  ceiling to underside of metal
deck. Demising partitions and corridor partitions to have thermofibre insulation
installed  within,  and to be constructed  from floor to underside of metal deck
above.

     2.   DOORS AND BUCKS
          ---------------

          (a)  All frames to be hollow metal knock down door frames.

          (b)  Doors  within  the Premises  to  be 3'-0" x 8'-0" x 1'3/4"  solid
core, stain grade birch veneer.

          (c)  Entrance  doors from  corridors  thru to the  Premises to be full
height (8'-0") double herculite frameless 3/4" clear glass doors, or double wood
solid core Mahogany veneer doors (see attached typical Tenant Entrance).

          (d)  All doors to be located, oriented and with hardware in accordance
with applicable codes.

     3.   Glazing
          -------

          Glazing in windows, doors and partitions shall be as required by code.

     4.   Hardware
          --------

          (a)  Provide cylindrical latch sets with lever  handle,  on individual
office doors within the Premises.

          (b)  Provide  lock sets with  level handle and closers,  on doors from
corridor(s) to the Premises.

          (c)  Provide  sets  and  latch  sets  to  be  Schlage,  Series "D", or
equivalent, as approved by Landlord.

                                      D-6
<PAGE>

          (d)  All lock sets shall be keyed to the building master key system.

     5.   Acoustical Ceilings
          -------------------

          (a)  Lay-in acoustic tile ceilings, within the Premises, shall be 2' x
4' acoustical  lay-in ceiling,  Armstrong  Second Look II (white) in 15/16" grid
(white).

          (b)  Ceiling  heights  within  the  Premises  to  be  nominal 9'-0" at
typical floors.

          (c)  Direction of ceiling grid to be as determined by Landlord.

     6.   Floorings
          ---------

          (a)  All carpet materials  will be selected by Tenant subject to flame
spread rating submitted to both Fire Department and Landlord.

          (b)  Supply rooms,  telephone  rooms,  equipment  rooms and mail rooms
within the Premises will receive vinyl composition tile and 4" vinyl base.

     7.   Painting
          --------

          (a)  Interior  wall  surfaces  of  gypsum  board shall receive two (2)
coats of flat latex paint,  Benjamin Moore,  or equal,  colors to be selected by
Tenant.

          (b)  All  interior ferrous metal  surfaces shall receive two (2) coats
of alkyd semi-gloss enamel paint over shop-applied primer.

          (c)  All  wood  doors  to  receive one (1) coat  of sealer and two (2)
coats of clear polyurethane waterbase satin finish or two (2) coats of enamel.

          (d)  All wallcovering  materials will be selected by Tenant subject to
flame spread rating must be submitted to both Fire Department and Landlord.

     8.   Window Covering
          ---------------

          Building  standard  blinds  shall be  Levolor - Riviera  Dustguard  1"
Horizontal aluminum blind. Color #892 Low Gloss Black.  Substitution of building
standard blinds by Tenants is not permitted.

     9.   Electrical Specifications
          -------------------------

          (a)  Lighting: 2' x 4'  recessed flourescent lay-in  3" deep, 18  cell
low iridescence Parabolic louver (1 fixture per 80SF), Energy efficient ballast.

          (b)  The  average electric load  of the  Premises shall not exceed sib
(6) watts per usable  square  foot for power and three (3) watts per square foot
for lighting.

                                      D-7
<PAGE>

     10.  Fire and Life Safety Features
          -----------------------------

          (a)  The building is to be fully sprinklered.

          (b)  Sprinkler installation  to consist of recessed  heads  sprinklers
with white covers in Tenant's space.

          (c)  Fire alarm system consisting of manual pull boxes,  annunciators,
alarm bells, control panel, to code.

          (d)  Smoke detectors, photoelectric type in elevator lobbies, electric
equipment  rooms,  elevator  machine rooms,  and in ducts where quantity is over
15,000 CFM.  Firestats  in the duct work where air  quantity is less than 15,000
CFM.

          (e)  Emergency and exit lighting in public spaces.

          (f)  All  work involving  smoke  detectors  and  fire  alarms  must be
performed by Landlord's designated subcontractor.

     11.  Telephone Data
          --------------

          (a)  Landlord shall arrange with local telephone company for telephone
service within the equipment room in the building core.

          (b)  All telephone work and wiring in  partitions, floors and ceilings
to be paid for by Tenant and arrange for by Tenant with the telephone company or
other qualified installer selected by Tenant but approved by Landlord.  Landlord
will coordinate work with other trades as required. All electrical load centers,
special wiring and plywood, supplied for telephone equipment,  shall be an extra
cost to be paid by Tenant.  Telephone and data wiring is to meet all  prevailing
codes.

          (c)  Fibre optic capability  is  available  on Route 22 to Tenant,  at
Tenant's expense.

     12.  HVAC Specification
          ------------------

          (a)  Heating, ventilation and air-condition system shall be capable of
maintaining  the  following   interior   conditions,   subject  to  governmental
regulations:

          Summer - 78  degrees  F (+/-2  degrees  C) dry  bulb and 50%  relative
          humidity  when  outside  temperature  is 90  degrees F dry bulb and 75
          degrees F wet.

          Winter - 70 degrees F when outside temperature is 13 degrees F.

          (b) HVAC systems shall be variable air volume (V.A.V.) system.  V.A.V.
- DDC control units will have automatic  thermostats and volume controls mounted
in the rooms or open spaces within the Premises.  Control units can operate from
100% of nominal volume to 10% of nominal volume.

                                      D-8
<PAGE>

          (c)  The control units are  connected to supply duct systems which are
supplied  with  conditioned  air from  rooftop air  handling  units with cooling
coils, filters, mixing dampers and relief dampers.

          (d)  A   control   panel   for  each   system  contains  time   clock,
refrigeration step controller,  duct supply air control thermostat and automatic
economizer controls.

          (e)  HVAC. Design Conditions:

          Summer Outside   90 degrees Fahrenheit Dry Bulb 75 Fahrenheit Wet Bulb
          Summer Inside    78 degrees Fahrenheit Dry Bulb +/-2 degrees
          Winter Outside   13 degrees Fahrenheit 15 MPH wind
          Winter Inside    70 degrees Fahrenheit Dry Bulb

          (f)  HVAC Zoning:

          o    All  exterior  zones shall have  one VAV box per 1200 square feet
               and one VAV box per corner office (two or more exposure).
          o    All interior spaces shall have one VAV box per 2000 square feet.
          o    All  interior perimeter shall have not water radiant ceiling heat
               panels.

          (g)  HVAC Ductwork.  Medium  pressure  duct system will be designed at
               air velocity  range from 2500 - 3000 FPM.  All  ductwork will  be
               installed in accordance with the latest SMACANA Standards.

          (h)  If Tenant's  interior  layout provides for an above normal amount
of floor-to  ceiling  partitions,  or if Tenant's  equipment  (i.e.,  conference
rooms, mail rooms, lunch rooms, etc.( requires air-conditioning above and beyond
building standard, as outlined, said additional air-conditioning (including cost
of operation as stipulated on the Lease) shall be paid for by Tenant as an extra
cost. Any special exhaust requirements will also be an extra costs to be paid by
Tenant.

          (i)  All work involving the connection of HVAC control systems must be
performed by Landlord's designated contractor.

     13.  Disturbance to Other Tenants
          ----------------------------

          Penetration of another  tenant's space shall not commence until Tenant
has notified Landlord and Landlord has approved the schedule of work. The tenant
whose space is being penetrated has the right to demand the work within its area
be done on an overtime basis.

     14.  Noise
          -----

          The use of jack hammers, core drilling, or other heavy noise shall not
be used until Landlord has been notified and has given approval.

                                      D-9
<PAGE>

                                    EXHIBIT E
                                    ---------

                                 AMENDMENT NO. 1
                                 ---------------

     This Amendment No. 1 (this  "AMENDMENT") is executed as of                ,
                                  ---------                     ---------------
199     between  ADVANCE/GLB  I L.L.C.,  a Delaware  limited  liability  company
   ---
("LANDLORD"), and DSET CORPORATION, a New Jersey corporation ("TENANT"), for the
  --------                                                     ------
purpose of  amending  the Lease  Agreement  between  Landlord  and Tenant  dated
               ,  199    (the  "LEASE").  Capitalized  terms used herein but not
---------------      ---        -----
defined shall be given the meanings assigned to them in the Lease.

                                   AGREEMENTS

     For valuable consideration, whose receipt and sufficiency are acknowledged,
Landlord and Tenant agree as follows:

     1.   CONDITION OF PREMISES. Tenant has accepted  possession of the Premises
          ---------------------
pursuant to the Lease. Any improvements required by the terms of the Lease to be
made by  Landlord  have to  Tenant's  knowledge,  but  subject  to the terms and
conditions of the Lease, been completed in all respects except for the punchlist
simultaneously  delivered to Landlord (the  "PUNCHLIST  ITEMS"),  and except for
                                             ----------------
such Punchlist  Items,  Landlord has fulfilled all of its duties under the Lease
with  respect  to  such  initial  tenant   improvements.   Furthermore,   Tenant
acknowledges that the Premises are suitable for the Permitted Use.

     2.   COMMENCEMENT DATE. The  Commencement  Date of the Lease is           ,
          -----------------                                          ----------
199___. If the Anticipated Commencement Date set forth in the Lease is different
than the date set forth in the preceding sentence, then the Commencement Date as
contained in the Lease is amended to be the  Commencement  Date set forth in the
preceding sentence.

     3.   EXPIRATION DATE. The Term is scheduled to expire on           , 199  .
          ---------------                                     ----------     --
If the scheduled  expiration  date of the initial Term as set forth in the Lease
is  different  than the  date set  forth  in the  preceding  sentence,  then the
scheduled  expiration  date as set forth in the Lease is hereby  amended  to the
expiration date set forth in the preceding sentence.

     4.   CONTACT NUMBERS. Tenant's telephone number in the Premises is        .
          ---------------                                              --------
Tenant's telecopy number in the Premises is           .
                                            ----------

     5.   BINDING EFFECT; GOVERNING LAW.  Except as modified  hereby,  the Lease
          -----------------------------
shall remain in full effect and this  Amendment  shall be binding upon  Landlord
and Tenant and their  respective  successors and assigns.  If any  inconsistency
exists or arises between the terms of this Amendment and the terms of the Lease,
the terms of this Amendment  shall prevail.  This Amendment shall be governed by
the laws of the State of New Jersey.

     6.   COUNTERPARTS.    This   Amendment  may   be   executed   in   multiple
          ------------
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.

                                      E-1
<PAGE>

     Executed as of the date first written above.

TENANT:                            DSET CORPORATION,
                                   a New Jersey corporation


                                   By:                                 
                                      ------------------------------------------
                                   Name:                               
                                        ----------------------------------------
                                   Title:                              
                                         ---------------------------------------


LANDLORD:                          ADVANCE/GLB I L.L.C.,  a   Delaware   limited
                                   liability company

                                   By: Advance/GLB Development Partners, L.L.C.,
                                       a Delaware limited liability company, its
                                       managing member
                                       By: Advance Land Holdings, L.L.C., a  New
                                           Jersey limited liability company, its
                                           manager
                                           By: Advance Realty Advisors, Inc.,  a
                                               New   Jersey   corporation,   its
                                               managing member


                                           By:
                                              ----------------------------------
                                           Name:  Peter J. Cocoziello
                                           Title: President


                                      E-2
<PAGE>

                                   EXHIBIT G
                                   ---------

                             CLEANING SPECIFICATIONS
                             -----------------------

PRIVATE AND GENERAL
OFFICE CLEANING:             PERFORMED DAILY, MONDAY THROUGH FRIDAY, EXCEPT  FOR
                             HOLIDAYS.

                             1.  Hand  dust  and  wipe  clean  within reach, all
                                 office  doors and furniture  to include  desks,
                                 chairs,  chair rails,  tables, files, cabinets,
                                 safes, etc.
                             2.  Dust all window sills, baseboard, and baseboard
                                 heating,  wash off same  whenever necessary.
                             3.  Wash all glass tables and desk tops.
                             4.  Empty and clean all waste baskets, Receptacles,
                                 damp dust and wash same whenever necessary.
                             5.  Trash liners to be changed as needed.
                             6.  Vacuum  clean  all  carpeting each  night, spot
                                 clean weekly.
                             7.  Remove  all  finger prints  from windows, light
                                 switches and doorways.
                             8.  Dust under all desk equipment and telephones.
                             9.  Upon   completion   of   the   foregoing   work
                                 assignments,  all  lights will  be turned  off,
                                 all doors  locked  and premises  left in a neat
                                 and orderly condition. Attention to be given to
                                 interior lights being turned off.


CONFERNECE AND TRAINING
ROOM CLEANING:               PERFORMED DAILY,  MONDAY THROUGH FRIDAY, EXCEPT FOR
                             HOLIDAYS.

                             1.  Vacuum carpet and remove spots nightly.
                             2.  Wipe clean and  dust all tables, chairs,  built
                                 in   woodworking  and  marking   board,  unless
                                 labeled otherwise not to clean.
                             3.  Remove stains from wall fabric.
                             4.  Empty and reline  trash  cans as needed.
                             5.  After cleaning, arrange furniture and  turn off
                                 lights.

STAIRWAY AND
ELEVATOR CLEANING:           PERFORMED DAILY, MONDAY THROUGH FRIDAY, EXCEPT  FOR
                             HOLIDAYS.

                             1.  Vacuum carpet and remove spots.
                             2.  Clean  and  polish  stainless steel  handrails,
                                 doors,  door  frames  and  wipe clean  elevator
                                 walls.
                             3.  Thoroughly vacuum elector door tracks.
                             4.  Wipe clean  handrails in  stairways as  well as
                                 oak doors.
                             5.  Damp mop and/or sweep steps and landings.

                                      G-1
<PAGE>

                             6.  Wipe  clean  and  dust stairway  stringers  and
                                 undersides.

LOBBY AND CORRIDOR
CLEANING (PUBLIC AREAS):     PERFORMED DAILY, MONDAY THROUGH FRIDAY,  EXCEPT FOR
                             HOLIDAYS.

                             1.  Vacuum carpet and remove spots.
                             2.  Clean  and polish glass,  handrails, and  entry
                                 Doors.
                             3.  Dust    all   lounge    furniture,    displays,
                                 woodworking  and  brush  upholstery. Upholstery
                                 to be vacuumed weekly.
                             4.  Remove all fingerprints from all glass and dust
                                 wood handrails.
                             5.  Wash  and  sanitize  all  water  fountains  and
                                 bottled water  dispensers.   
                             6.  Wipe  all  exterior elevator metal clean.

RESTROOM CLEANING:           PERFORMED DAILY, MONDAY THROUGH FRIDAY, EXCEPT  FOR
                             HOLIDAYS.

                             1.  Sweep    and   mop   floors   using    approved
                                 disinfectant process.
                             2.  Spot  wash  all  tile  walls and metal dividing
                                 partitions.
                             3.  Scour clean and disinfect all basins, bowls and
                                 urinals.  This  will  include the undersides of
                                 these fixtures.
                             4.  Wash  and  disinfect  both  sides of all toilet
                                 seats.
                             5.  Wash  and  polish  all mirrors, bright work and
                                 enamel surfaces.
                             6.  Empty  and  clean all waste receptacles, liners
                                 to be  replaced  daily.
                             7.  Fill all tissue, towel, sanitary napkin, toilet
                                 seat cover and soap dispensers.

GROUNDS AND EXTERIOR
WALKWAY CLEANING:            PERFORMED DAILY, MONDAY THROUGH FRIDAY, EXCEPT  FOR
                             HOLIDAYS.

                             1.  All  entrance  walkways  and  steps  should  be
                                 swept.
                             2.  Exterior metal handrails are to be wiped clean.
                             3.  All  litter  to be  picked up  and discarded in
                                 proper receptacles.

PERIODIC CLEANING
REQUIREMENTS:                TO BE PERFORMED WEEKLY

                             1.  Sanitize all public and private telephones.
                             2.  Machine  scrub all  quarry tile flooring in the
                                 corridors,  cafeteria and restrooms. 
                             3.  Dust  the   tops  of   all   modular  furniture
                                 systems.
                             4.  Dust all chair bases.
                             5.  Damp  wipe  all desk tops  that are  cleared of
                                 papers.
                             6.  High dust all furniture, pictures and equipment
                                 not performed  daily.
                             7.  Machine clean elevator carpeting

                                      G-2
<PAGE>

PERIODIC CLEANING
REQUIREMENTS
(CONTINUED):                 TO BE PERFORMED AS SPECIFIED

                             1.  Every  (3)  three  months,  machine scrub, wash
                                 and  polish all  resilient flooring,  apply (2)
                                 two  coats  of non-slip floor wax.
                             2.  Every    month,  clean   the  interior  of  all
                                 refrigerators,   per  procedure.   
                             3.  Every  month, machine clean third floor freight
                                 elevator lobby.

GENERAL CLEANING
GUIDELINES:                  TO BE PERFORMED AS NOTED AND REQUIRED

                             1.  Collect  and  place all  office garbage in  the
                                 compactor dumpster located at the  loading dock
                                 area.  Follow    the   established    recycling
                                 procedures to determine what goes where.
                             2.  Report all  irregularities,  damaged  equipment
                                 and furniture and anything else that  is out of
                                 order  to  the  building  manager  as  soon  as
                                 possible.
                             3.  Secure  entire   building per  the  established
                                 closing procedures.

                                      G-3
<PAGE>

                                   EXHIBIT H
                                   ---------

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The  following  rules and  regulations  shall  apply to the  Premises,  the
Building, the Park, and the appurtenances thereto:

     1.  Sidewalks, doorways,  vestibules,  halls, stairways,  and other similar
areas  shall not be  obstructed  by tenants  or used by any tenant for  purposes
other than ingress and egress to and from their  respective  leased premises and
for going from one to another part of the Building.

     2.  Plumbing, fixtures and  appliances  shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or deposited  therein.  Damage resulting to any such fixtures or
appliances from misuse by a tenant or its agents,  employees or invitees,  shall
be paid by such tenant.

     3.  No  signs,  advertisements  or  notices  shall  be inscribed,  painted,
affixed of displayed in, on, upon or behind any windows or doors,  except as may
be required by law or agreed upon by the  parties;  and no company  name,  logo,
sign, advertisement or notice shall be inscribed, painted or affixed outside the
tenant's leased premises or entrance or on any doors,  without the prior written
reasonable consent of Landlord.  If such consent is given by Landlord,  any such
sign,  advertisement  or  notice  shall be  inscribed,  painted  or  affixed  by
Landlord,  but the  reasonable  cost of same  shall be charged to and be paid by
Tenant, and Tenant agrees to pay the same promptly,  on demand.  Landlord agrees
that each tenant shall be suitably identified by providing standard signs within
the Building.  No signs,  advertisements or notices of any kind shall be affixed
to the  outside of any  tenant's  leased  premises,  or to the Land or the Park,
without the express written consent of the Landlord. No curtains or other window
treatments  shall be placed between the glass and the Building  standard  window
treatments.

     4.  Landlord shall provide all door locks in each tenants leased  premises,
at the cost of such tenant,  and no tenant shall place any additional door locks
in its leased premises  without  Landlords prior written  consent.  Two (2) keys
will be  furnished  to  Tenant  by  Landlord;  two (2)  additional  keys will be
supplied to Tenant, by Landlord upon request, and without charge. Any additional
keys will be supplied to Tenant by Landlord  upon request,  and without  charge.
Any additional keys requested by Tenant shall be paid for by Tenant. All keys to
doors and washrooms  shall be returned to Landlord upon the  termination  of the
tenancy,  and,  in the  event of loss of any keys  furnished,  tenant  shall pay
Landlord the cost thereof.

     5.  Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by tenants of any bulky  material,  merchandise or materials
which  require use of elevators or stairways,  or movement  through the Building
entrances  or  lobby  shall  be  conducted  in such a  manner  as  Landlord  may
reasonably require. Each tenant assumes all risks of and shall be liable for all
damage to articles  moved and injury to persons or public engaged or not engaged
in such  movement,  including  equipment,  property and personnel of Landlord if
damaged or injured as a result of acts in connection with such activity, but the
cost to correct  all damage  done to the  Building  and/or the Park by moving or
maintaining  any such  equipment  or freight  shall be paid by any such  tenant.
Landlord reserves the right to reasonably inspect all freight to be brought into
the Building, and to

                                      H-1
<PAGE>

exclude  from the  Building  all freight  which  violates any of these Rules and
Regulations,  or violates the Lease,  of which these Rules and Regulations are a
part.  Tenant  shall  provide  Landlord  with one (1) day  prior  notice  to the
positioning or  installation  of any item requiring  Landlord's  attention under
this paragraph.

     6.  Landlord may  prescribe  size and weight limitations  and determine the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the Building so as to distribute  weight in a manner  acceptable to
Landlord  which may include the use of such  supporting  devices as Landlord may
reasonably  require.  All damages to the Building caused by the  installation or
removal of any property of a tenant, or done by a tenant's property while in the
Building, shall be repaired at the expense of such tenant.

     7.  Corridor doors, when not in use, shall be kept closed. Nothing shall be
swept or thrown into the  corridors,  halls,  elevator  shafts or stairways.  No
bicycles,  vehicles or animals shall be brought into or kept in, on or about any
tenants leased premises.  No portion of any tenants leased premises shall at any
time be used or occupied as sleeping or lodging quarters.

     8.  Each tenant shall  reasonably  cooperate  with  Landlords  employees in
keeping its leased  premises  neat and clean.  Tenants  shall not enter into any
contract of any kind with  regard to any matter to be  undertaken  by  Landlord,
including  the cleaning  specifications  described on Exhibit G, pursuant to the
Lease or any exhibit thereto, without the prior written consent of Landlord.

         Tenant  shall not employ any person or  persons other  than  Landlord's
janitors for the purpose of cleaning its leased premises,  without prior written
consent of Landlord.  Landlord  shall not be  responsible  to any tenant for any
loss of property from its leased premises,  however occurring, or for any damage
done to the effects of such tenant by such janitors or any of its employees,  or
by any other person or any other cause.

     9.  To ensure orderly operation of the Building, no ice, towels, etc. shall
be  delivered  to any leased  premises  except by persons  approved by Landlord,
provided,  however,  that  water and  newspapers  may be  delivered  to a leased
premises without Landlord's approval.

     10. Tenant   shall   not   make  or  permit  any   vibration  or  improper,
objectionable  or  unpleasant  noises  or odors  in the  Building  or  otherwise
materially  interfere in any way with other tenants or persons  having  business
with them.

     11. No machinery of any kind (other than normal office  equipment) shall be
operated  by any tenant on its leased  area  without  Landlord's  prior  written
consent,  nor shall any  tenant use or keep in the  Building  any  flammable  or
explosive fluid or substance, except in such quantities as are normally used for
cleaning or as office supplies.

     12. Landlord will not be responsible for lost or stolen personal  property,
money or  jewelry  from  tenant's  leased  premises  or public  or common  areas
regardless of whether such loss occurs when the area is locked  against entry or
not, provided, however, that Landlord shall be responsible for any property that
is stolen by an employee of Landlord.

                                      H-2
<PAGE>

     13. No vending or dispensing  machines of any kind may be maintained in any
leased premises without the prior written consent of Landlord.

     14. Tenant  shall  not  knowingly  conduct  any  activity  on or about  the
Premises or Building which will draw pickets, demonstrators, or the like.

     15. All vehicles are to be currently licensed, in good operating condition,
parked for business  purposes having to do with Tenants business operated in its
leased premises,  parked within designated  parking spaces,  one vehicle to each
space.  No vehicle shall be parked as a "billboard"  vehicle in the parking lot.
Any  vehicle  parked  improperly  may be towed  away.  Tenant,  tenants  agents,
employees,  vendors and customers  who do not operate or park their  vehicles as
required shall subject the vehicle to being towed at the expense of the owner or
driver. Landlord may place a "boot" on the vehicle to immobilize it and may levy
a charge of $50.00 to remove the "boot."

     16. Unless such area is located  within the  Premises,  no tenant may enter
into phone rooms,  electrical rooms, mechanical rooms, or other service areas of
the Building unless accompanied by Landlord or the Building manager.

     17. Subject to  the terms of the Lease,  Tenant  shall not use the Premises
for any use which creates extraordinary fire hazards, or results in an increased
rate of  insurance on the  Building or its  contents,  or for the storage of any
Hazardous Materials, except in de minimus quantities in accordance with Laws.

     18. Building  hours shall be  from Monday  through Friday 7:30 a.m. to 5:30
p.m. (the "BUSINESS HOURS").  Except as otherwise provided in the Lease,  Tenant
shall at all times have access to the Premises during the Business Hours. Except
as  otherwise  provided in the Lease,  Landlord  however,  reserves the right to
reasonably  limit or regulate  access to the  Building  and any leased  premises
during nights and weekends,  if required, to insure security of the Building and
the Park. Landlord reserves the right to exclude from the Building,  at any time
other than the  Business  Hours,  all  persons  who do not present a pass to the
Building  signed by a tenant or an employee  ID or key card of any tenant.  Each
Tenant shall be  responsible  for all persons for whom it issues such a pass, ID
or key card and shall be liable to the  Landlord  for all acts of such  persons.
During any time other than the Business Hours, Landlord shall not be required to
provide any HVAC through the central system of the Building. Such services shall
be limited to the  perimeter  units located with Tenant's  leased  premises.  If
Tenant  desires any of the services  specified in Section  6(a)(2) of the Lease:
(A) at any time other than the Business  Hours,  or (B) on weekends or holidays,
then such services shall be supplied to Tenant by using the HVAC override switch
on each floor.

     19. Tenant shall not paint or install  lighting or decorations,  window  or
door  lettering,  or  advertising  media of any type on or  about  the  Premises
without the prior written  consent of Landlord,  which shall not be unreasonably
withheld or delayed;  however,  Landlord  may  withhold  its consent to any such
painting or  installation  which would affect the  appearance of the exterior of
the Building or of any common areas of the Building.

     20. The  Building is  a smoke-free  environment. There shall be no  smoking
permitted anywhere in the Building within and including common areas, bathrooms,
hallways,  stairwells and lobbies. Smoking is not permitted anywhere within each
tenant's leased premises.

                                      H-3
<PAGE>

         The  Landlord  provides  receptacles  outside of  each Building's  rear
entrance  for use by  those  who do  smoke.  Smokers  are  requested  to use the
receptacles  on the  ground.  Do not  discard  cigarette  butts on the ground or
outside the Building entrances so as to avoid an unsightly mess.

     21. When electrical wiring of any kind is introduced,  it must be connected
as reasonably directed by Landlord, and no stringing or cutting of wires will be
allowed,  except with the prior written  consent of Landlord,  and shall be done
only by contractors approved by Landlord.

     22. Service call hours are:
         Monday - Friday
         8:30 a.m. to 5:00 p.m.
         Phone Number: 908-719-3000

         In  the event of  an emergency,  whether  plumbing, water  leaks, power
outage, fire, theft, etc., Landlord's  maintenance  department must be contacted
immediately at the main telephone number 908-719-3000.

     23. The requirements of Tenant will be attended to only upon the making  of
an  application  at the office of the  Building  Manager.  Employees of Landlord
shall not  perform  any work for any  tenant  or do  anything  outside  of their
regular  duties unless under special  instructions  from the office of Landlord.
Landlord  agrees to keep  tenants  advised  at all times of how to  contact  the
Building Manager.

     24.  (a) Tenant shall not conduct, or permit  any other  person to conduct,
any  auction  on its  leased  premises;  manufacture  or store  goods,  wares or
merchandise (other than goods to be used in its leased premises) upon its leased
premises, without the prior written approval of Landlord, except for the storage
of usual  supplies  and  inventory  to be used by Tenant in the  conduct  of its
business;  shall not permit its leased  premises to be used for gambling;  shall
not permit any musical  instruments to be played in its leased  premises;  shall
not permit to be played any radio, television, record or wire music in such loud
manner as to  disturb or annoy  other  tenants  of the  Building;  or permit any
unusual odors to be produced upon its leased  premises.  Tenant shall not occupy
or permit any  portion of its leased  premises  to be  occupied  as an office of
public  stenographer  or for the  possession,  storage,  manufacture  or sale of
intoxicating beverages, tobacco in any form, or as a barber or manicure shop.

          (b) No  awnings or other projections shall  be attached to the outside
walls of the Building. No curtains,  blinds, shades or screens shall be attached
or hung in, or used in  connection  with,  any  window  or door of the  premises
without the prior written consent of Landlord.  Any curtains,  blinds and shades
must be a quality,  type,  design and color and attached in a manner approved by
Landlord.

          (c) Canvassing,   solicitation  and  peddling   in  the  Building  are
prohibited, and each tenant shall cooperate to prevent the same.

                                      H-4
<PAGE>

          (d) There  shall not be used in  the leased premises, or the Building,
either by Tenant or by others,  in the delivery or receipt of  merchandise,  any
hand trucks except those equipped with rubber tires and side guards.

                                      H-5
<PAGE>

                                    EXHIBIT I
                                    ---------

                       FORM OF TENANT ESTOPPEL CERTIFICATE
                       -----------------------------------

     The  undersigned  is the Tenant  under the Lease  (defined  below)  between
Advance/GLB I L.L.C., a New Jersey limited liability company,  as Landlord,  and
the  undersigned as Tenant,  for the Premises on the             floor(s) of the
                                                     -----------
office building located at                      ,             and commonly known
                           ---------------------  -----------
as                        , and hereby certifies as follows:
   -----------------------

     1.  The  Lease  consists  of  the  original  Lease  Agreement  dated  as of
           , 199    between Tenant and Landlord ['S PREDECESSOR-IN-INTEREST] and
-----------     ---
the  following  amendments  or  modifications  thereto  (if none,  please  state
"none"):
        ------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

The documents  listed above are herein  collectively  referred to as the "LEASE"
                                                                          -----
and  represent  the entire  agreement  between the parties  with  respect to the
Premises.  All capitalized  terms used herein but not defined shall be given the
meaning assigned to them in the Lease.

     2.  The Lease  is in full  force  and  effect  and has not  been  modified,
supplemented or amended in any way except as provided in Section 1 above.

     3.  The Term  commenced on                   ,  199   and the Term expires,
                                ------------------      --
excluding any renewal options, on                       ,  200  , and Tenant has
                                  ----------------------      --
no option to purchase all or any part of the Premises or the Building or, except
as  expressly  set forth in the  Lease,  any option to  terminate  or cancel the
Lease.

     4.  Tenant  currently  occupies  the Premises  described in  the Lease  and
Tenant has not transferred,  assigned, or sublet any portion of the Premises nor
entered into any license or concession agreements with respect thereto except as
follows (if none, please state "none"):
                                       -----------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     5.  All monthly  installments  of Basic Rent,  all Additional  Rent and all
monthly  installments  of  estimated  Additional  Rent  have  been paid when due
through            . The current monthly installment of Basic Rent is $        .
        -----------                                                    --------

     6.  Except as set  forth  below,  to the best of  Tenant's  knowledge,  all
conditions  of  the  Lease  to  be  performed  by  Landlord   necessary  to  the
enforceability  of the Lease have been  satisfied  and,  to the best of Tenant's
knowledge,  Landlord is not in default thereunder.  In addition,  Tenant has not
delivered  any notice to Landlord  regarding  a default by Landlord  thereunder.
                                .
--------------------------------

                                      I-1
<PAGE>

     7.  Except  as set  forth  below,  as of the  date  hereof,  to the best of
Tenant's  knowledge,  there are no  existing  defenses  or  offsets,  or, to the
undersigned's  knowledge,  claims or any basis for a claim, that the undersigned
has  against  Landlord  and,  to the best of  Tenant's  knowledge,  no event has
occurred  and no  condition  exists,  which,  with the  giving  of notice or the
passage of time, or both, will constitute a default under the Lease            .
                                                                    -----------

     8.  Except as set forth below, no rental has been paid more than 30 days in
advance  and no  security  deposit  has been  delivered  to  Landlord  except as
provided in the Lease.                                  .
                       ---------------------------------

     9.  If Tenant is a corporation, partnership or other business entity,  each
individual  executing  this  Estoppel  Certificate  on behalf  of Tenant  hereby
represents  and  warrants  that  Tenant is a duly  formed  and  existing  entity
qualified  to do  business  in the State of New Jersey and that  Tenant has full
right and  authority to execute and deliver this Estoppel  Certificate  and that
each person signing on behalf of Tenant is authorized to do so.

     10. To Tenant's  knowledge,  there are no actions  pending  against  Tenant
under any bankruptcy or similar laws of the United States or any state.

     11. Other than in compliance with all applicable laws and incidental to the
ordinary  course of the use of the  Premises,  the  undersigned  has not used or
stored any hazardous substances in the Premises.

     12. All tenant improvement work to be performed by Landlord under the Lease
has been  completed in  accordance  with the Lease and has been  accepted by the
undersigned and all  reimbursements  and allowances due to the undersigned under
the Lease in connection with any tenant improvement work have been paid in full.

     Tenant  acknowledges  that this  Estoppel  Certificate  may be delivered to
Landlord,  Landlord's  Mortgagee or to a  prospective  mortgagee or  prospective
purchaser,  and their respective  successors and assigns,  and acknowledges that
Landlord,  Landlord's Mortgagee and/or such prospective mortgagee or prospective
purchaser  will be relying upon the  statements  contained  herein in disbursing
loan  advances  or  making a new loan or  acquiring  the  property  of which the
Premises are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.

Executed as of             , 199  .
               ------------     --

TENANT:                                     DSET CORPORATION,
                                            a New Jersey corporation


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                      I-2
<PAGE>

                                    EXHIBIT K
                                    ---------

                              RIGHT OF FIRST OFFER
                              --------------------

     Subject to then-existing  renewal options of other tenants, and provided no
Event of Default then exists,  Landlord shall, prior to offering the same to any
party  (other than the  then-current  tenant  therein),  first offer to lease to
Tenant any space located  within the Building (the "OFFER  SPACE") in an "AS-IS"
                                                    ------------          -----
condition;  such offer  shall be in writing  and specify the lease terms for the
Offer Space,  including the Rent to be paid for the Offer Space, the term of the
lease of the Offer Space and the date on which the Offer Space shall be included
in the Premises  (the "OFFER  NOTICE");  provided,  however,  that this right of
                       -------------
first offer shall not be effective until after Landlord has initially leased the
entire  Building.  Tenant shall notify Landlord in writing whether Tenant elects
to lease the Offer Space on the terms set forth in the Offer Notice,  within ten
(10) days after Landlord  delivers to Tenant the Offer Notice.  If Tenant timely
elects to lease the Offer  Space,  then  Landlord  and Tenant  shall  execute an
amendment  to this  Lease,  effective  as of the date the  Offer  Space is to be
included in the Premises, on the terms set forth in the Offer Notice and, to the
extent not  inconsistent  with the Offer Notice terms,  the terms of this Lease;
however,  Tenant  shall  accept  the Offer  Space in an  "AS-IS"  condition  and
                                                          -----
Landlord shall not provide to Tenant any  allowances  (e.g.,  moving  allowance,
construction  allowance,  and the like) or other  tenant  inducements  except as
specifically  provided in the Offer Notice.  Notwithstanding  the foregoing,  if
prior to  Landlord's  delivery  to  Tenant  of the Offer  Notice,  Landlord  has
received  an offer to lease all or part of the Offer Space from a third party (a
"THIRD PARTY OFFER") and such Third Party Offer  includes space in excess of the
 -----------------
Offer Space, Tenant must exercise its rights hereunder,  if at all, as to all of
the space contained in the Third Party Offer.

     If Tenant fails or is unable to timely exercise its right  hereunder,  then
such right shall  lapse,  TIME BEING OF THE ESSENCE with respect to the exercise
thereof,  and  Landlord  may lease all or a portion of the Offer  Space to third
parties on such terms as Landlord may elect; provided, however, that if Landlord
offers the Offer Space to a third party,  within [one hundred eighty (180) days]
of the Offer  Notice,  for a Basic  Rent that is more than  $1.00  less than the
Basic Rent set forth in the Offer Notice,  Landlord,  prior to entering into any
binding  agreement  with such  third  party,  must send a notice to Tenant  (the
"SECOND OFFER  NOTICE")  specifying  the revised Basic Rent amount and providing
 --------------------
Tenant  with ten (10) days in which it may elect to lease the Offer Space on the
terms set forth in the Offer Notice,  as revised by the Second Offer Notice.  If
Tenant  fails or is unable to timely  exercise  its right  hereunder,  then such
right  shall  lapse,  TIME BEING OF THE  ESSENCE  with  respect to the  exercise
thereof,  and  Landlord  may lease all or a portion of the Offer  Space to third
parties on such terms as Landlord may elect.

     Tenant  may not  exercise  its  rights  under  this  Exhibit if an Event of
Default exists or Tenant is not then occupying the entire Premises.  If an Offer
Notice is delivered  for less than all of the Offer  Space,  and Tenant does not
exercise its rights pursuant to this Right of First Offer,  then such portion of
the Offer  Space  shall  thereafter  be  excluded  from the  provisions  of this
Exhibit.

     Tenant's  rights  under this Exhibit  shall  terminate if (a) this Lease or
Tenant's right to possession of the Premises is  terminated,  (b) Tenant assigns
any of its interest in this Lease or sublets any portion of the  Premises  other
than a Business Assignment,  (c) Tenant fails to timely exercise its

                                      K-1
<PAGE>

right under this  Exhibit,  time being of the essence  with  respect to Tenant's
exercise  thereof,  (d) Tenant's  Tangible Net Worth as of the date of the Offer
Notice is less than Tenant's Tangible Net Worth as of the Date of this Lease, or
(e) less than two (2) full  calendar  years  remain in the initial  Term of this
Lease or the Renewal Term, if exercised by Tenant.

                                      K-2
<PAGE>

                                    EXHIBIT M
                                    ---------

                            RENT ABATEMENT PROVISIONS
                            -------------------------

     The Free Rent  portion  of Basic  Rent  shall be  applied  during the first
twelve (12) Lease  Months of the Term.  Commencing  with the  thirteenth  (13th)
Lease Month of the Term,  Tenant  shall make Basic Rent  payments  as  otherwise
provided in the Lease.  Notwithstanding  such abatement of the Free Rent portion
of Basic Rent (a) all other sums due under the Lease,  including Additional Rent
and  Tenant's  Proportionate  Share of Taxes and the Expense  Estimate  shall be
payable as provided in the Lease,  and (b) any increases in Basic Rent set forth
in the Lease shall occur on the dates scheduled therefor.

     The  abatement of Basic Rent  provided  for in this Exhibit is  conditioned
upon Tenant's full and timely  performance of all of its  obligations  under the
Lease. If at any time during the Term an Event of Default by Tenant occurs, then
the  abatement  of the Free Rent  portion  of Basic  Rent  provided  for in this
Exhibit  shall  immediately  become  void,  and  Tenant  shall  promptly  pay to
Landlord, in addition to all other amounts due to Landlord under this Lease, the
full amount of all of the  then-accrued  Free Rent  portion of Basic Rent herein
abated.

                                      M-1
<PAGE>

                                    EXHIBIT O
                                    ---------

                                     SIGNAGE
                                     -------

     On or before  the date  which is  thirty  (30)  following  the Date of this
Lease,  Landlord  shall engage a consultant to design a sign on behalf of Tenant
to be erected on the facade of the Building,  which sign shall be highly visible
from  Route 22.  Landlord  and  Tenant  shall  each have the right to review and
approve the design and Tenant shall have the right to approve all fee  estimates
in  advance  (which  approval  shall not be  unreasonably  withheld,  delayed or
conditioned).   The  sign  shall  be  designed,  constructed  and  installed  in
accordance  with  all  Laws and  shall  incorporate  Tenant's  logo,  and  other
marketing  identifying  Tenant's  business.  Landlord's  approval  of the design
therefor shall not be a representation that the design complies with any Law.

     All reasonable, out-of-pocket costs incurred by Landlord in connection with
the sign,  including  design,  construction and  installation,  shall be paid by
Tenant.

     In addition,  Landlord  shall  provide a directory in the main lobby of the
Building identifying Tenant.

                                      O-1
<PAGE>

                                    EXHIBIT P
                                    ---------

                            OPERATING COSTS ESTIMATE
                            ------------------------

     Initial  Expense  Estimate  for Tenant's  Proportionate  Share of Operating
Costs based upon  Landlord's  assumption of that the Building is  fully-assessed
and  ninety-five  percent (95%)  occupied.  Landlord  covenants that no services
described   below  are   included  in  more  than  one   category  of  services.

--------------------------------------------------------------------------------
                 ITEM                         $ PER SQUARE FEET                 
--------------------------------------------------------------------------------
Electric                                            1.15
--------------------------------------------------------------------------------
Gas                                                 0.14
--------------------------------------------------------------------------------
Sewer/Water                                         0.13
--------------------------------------------------------------------------------
Janitorial (Contract & Supplies)                    0.72
--------------------------------------------------------------------------------
Window Washing                                      0.02
--------------------------------------------------------------------------------
Exterminating                                       0.01
--------------------------------------------------------------------------------
HVAC Repairs & Maintenance                          0.09
--------------------------------------------------------------------------------
Interior Repairs                                    0.03
--------------------------------------------------------------------------------
Fire & Life Safety                                  0.08
--------------------------------------------------------------------------------
Elevators                                           0.08
--------------------------------------------------------------------------------
Snow Removal                                        0.20
--------------------------------------------------------------------------------
Landscaping                                         0.31
--------------------------------------------------------------------------------
Roof                                                0.01
--------------------------------------------------------------------------------
Exterior Maintenance & Parking Lots                 0.03
--------------------------------------------------------------------------------
Refuse Removal                                      0.04
--------------------------------------------------------------------------------
Management Fee                                      0.55
--------------------------------------------------------------------------------
Insurance                                           0.20
--------------------------------------------------------------------------------
Administration & Technician Payroll                 0.65
--------------------------------------------------------------------------------
On-Site Expenses                                    0.10
--------------------------------------------------------------------------------
Equipment Lease                                     0.20
--------------------------------------------------------------------------------
Real Estate Taxes                                   2.26
--------------------------------------------------------------------------------
Total                                               7.00
--------------------------------------------------------------------------------

                                      P-1
<PAGE>

                                    EXHIBIT Q
                                    ---------

                           OPERATING COSTS EXCLUSIONS
                           --------------------------

1.   The cost of any work  performed  (such as  preparing  a tenant's  space for
     occupancy, including painting and decorating) or services provided (such as
     separately  metered  electricity) for any tenant (including Tenant) at such
     tenant's  cost, or provided by Landlord  without charge as an inducement to
     lease (such as free rent or improvement allowances).

2.   The cost of  correcting  defects in the initial  design,  construction,  or
     equipment of the Building.

3.   Salaries of Landlord's officers, partners and its headquarters staff.

4.   The cost of any work performed or service  provided  (such as  electricity)
     for any facility other than the Building for which fees are charged.

5.   The cost of any items for which  Landlord  is  reimbursed  by  condemnation
     awards or any other party.

6.   Insurance  premiums  to the extent any tenant  causes  Landlord's  existing
     insurance premiums to increase or requires Landlord to purchase  additional
     insurance.

7.   Any advertising, marketing or promotional expenses.

8.   Any costs  representing an amount paid to a related or affiliated person of
     Landlord which is in excess of the amount which would have been paid in the
     absence of such relationship.

9.   Any expenses for repairs or  maintenance  which are covered by  warranties,
     guaranties or service contracts (excluding any mandatory deductibles).

10.  Franchise taxes or income taxes of Landlord.

11.  Refinancing  costs and mortgage  interest and amortization  payments or any
     late fees, additional interest or penalties charged to Landlord.

12.  Damages  based  on the  negligence  of  Landlord  or its  vendors,  agents,
     contractors or other tenants.

13.  Any penalty,  fine or expense  resulting from  Landlord's  violation of any
     governmental rule or unsuccessful defense against same.

14.  The cost of any additions to the Building, the Land or the Park.

15.  The cost of abating,  removing,  testing for or treating any  environmental
     condition in the Building,  the Premises,  the Park or the Land,  except as
     otherwise provided in the Lease.

                                      Q-1
<PAGE>


16.  The cost of  alterations  and  improvements  to the Building or the Land by
     reason of the laws and requirements of any public  authorities or insurance
     agency, except as otherwise provided in the Lease.

17.  Building "Start-up" and opening expenses.



                                      Q-2

<PAGE>

                                   EXHIBIT R
                                   ---------

                      [CERTIFICATE OF INSURANCE GOES HERE]